UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2003
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DEL GLOBAL TECHNOLOGIES CORP.
(Exact name of registrant as specified in Charter)
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New York 0-3319 13-1784308
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Commerce Park, Valhalla, NY 10595
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 686-3600
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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The Board of Directors of Del Global Technologies Corp. (the
"Company") voted to terminate the Rights Agreement, dated as of September 10,
2001 (the "Rights Agreement") by and between the Company and Mellon Investor
Services LLC, as Rights Agent (the "Rights Agent"). The termination will be
effective on September 30, 2003. The plan will be terminated by amending the
Rights Agreement to accelerate the expiration date of the rights issued
thereunder. Under the terms of the amendment, the rights will expire at the
close of business on September 30, 2003, rather than on September 17, 2011, as
initially provided.
The terms of the amendment to the Rights Agreement are set forth in
Amendment No. 1 to Rights Agreement, dated as of July 25, 2003, between the
Company and the Rights Agent, a copy of which is being filed as Exhibit 4.01
hereto and is incorporated herein by reference.
On July 17, 2003, the Company's Board of Directors voted to amend
the Company's by-laws. This amendment allows stockholders who own 25% of the
Company's stock to call a special meeting, which must be held within 60 days of
notice. The amended provisions of the By-Laws may not be changed again without
stockholder approval. Attached hereto as Exhibit 3.01 and incorporated herein by
reference is a copy of Amendment No. 1 to the Amended and Restated By-Laws of
the Company.
In addition, a press release issued by the Company on July 29, 2003,
in connection with the amendments to the Rights Agreement and the by-laws, which
also includes the Company's financial and operating outlook for the fourth
quarter ended August 1, 2003, is being filed as Exhibit 99.01 hereto and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
3.01 Amendment No. 1 to Amended and Restated By-Laws of the
Company, dated July 17, 2003
4.01 Amendment No. 1 to Rights Agreement, dated as of July 25,
2003, between the Company and Mellon Investor Services LLC as
Rights Agent.
99.01 Press Release dated July 29, 2003, issued by the Company
announcing termination of the Rights Agreement, the amendment
of the Company's by-laws and announcing the Company's fourth
quarter outlook for fiscal 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 30, 2003
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Samuel E. Park
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Samuel E. Park
President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit No. Description
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3.01 Amendment No. 1 to Amended and Restated By-Laws of
the Company, dated July 17, 2003.
4.01 Amendment No. 1 to Rights Agreement, dated as of
July 25, 2003, between the Company and Mellon
Investor Services LLC as Rights Agent
99.01 Press Release dated July 29, 2003 issued by the
Company announcing termination of the Rights
Agreement, the amendment of the Company's by-laws
and announcing the Company's fourth quarter outlook
for fiscal 2003.
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