UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) September 23, 2004
------------------
DEL GLOBAL TECHNOLOGIES CORP.
--------------------------------------------------
(Exact name of registrant as specified in charter)
New York 0-3319 13-1784308
-------- ------ ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Commerce Park, Valhalla, NY 10595
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (914) 686-3600
--------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 23, 2004, the registrant and Villa Sistemi Medicali
S.p.A. ("Villa Sistemi"), a subsidiary of the registrant, entered into a loan
agreement (the "Villa Loan Agreement"), a copy of which is attached hereto as
EXHIBIT 99.01 and incorporated herein by reference. The terms of the Villa Loan
Agreement provide for a loan of Euro 500,000 by Villa Sistemi to the registrant
(the "Villa Loan").
On September 23, 2004, the registrant entered into a waiver, consent
and amendment ("Amendment No. 5") to that certain loan and security agreement by
and among the registrant, Bertan High Voltage Corp., RFI Corporation, Del
Medical Imaging Corp. and GE Business Capital Corporation f/k/a/ Transamerica
Business Capital Corporation (the "Lender") dated June 10, 2002 (the "Loan and
Security Agreement"). A copy of Amendment No. 5 to the Loan and Security
Agreement is attached hereto as EXHIBIT 99.02 and incorporated herein by
reference. The following summary of Amendment No. 5 to the Loan and Security
Agreement does not purport to be complete and is subject to and qualified in its
entirety by reference to the actual text of such agreement. The terms of the
Loan and Security Agreement were amended to provide that the Lender (i) waives
certain Events of Default (as defined in the Loan and Security Agreement), (ii)
consents to the use of proceeds of the Loans (as defined in the Loan and
Security Agreement) to make payments to the Department of Defense of the United
States in connection with the settlement of the investigation conducted by the
Department of Justice of the United States with respect to RFI Corporation (the
"Settlement"), (iii) consents to the registrant incurring the Villa Loan, the
proceeds of which will be used to partially fund the payments due in connection
with the Settlement, (iv) consents to the cancellation of certain intercompany
indebtedness of Villa Sistemi to the registrant, (v) consents to the payment to
the registrant of the proceeds of the Villa Loan and a dividend from Villa
Sistemi and (vi) consents to the sale of substantially all of the assets of Del
High Voltage, a division of the registrant.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
As described in Item 1.01 above, the registrant entered into the Villa
Loan Agreement on September 23, 2004. The terms of the Villa Loan Agreement
provide for a loan of Euro 500,000 by Villa Sistemi to the registrant (the
"Villa Loan"). The Villa Loan is due together with any interest thereon on the
earlier of (i) the consummation by the registrant of the sale of Villa Sistemi
and another subsidiary of the registrant, Del Medical Imaging Corp., or (ii)
January 24th, 2005. The Villa Loan is subordinated to the registrant's
obligation under the Loan and Security Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
99.01 Villa Loan Agreement dated September 23, 2004 between the
registrant and Villa Sistemi.
99.02 Amendment No.5 dated as of September 23, 2004 to the Loan and
Security Agreement by and among the registrant, Bertan High
Voltage Corp., RFI Corporation, Del Medical Imaging Corp. and
GE Business Capital Corporation f/k/a/ Transamerica Business
Capital Corporation, dated as of June 10, 2002.
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.
DEL GLOBAL TECHNOLOGIES CORP.
(Registrant)
Date: September 28, 2004
By: /s/ Walter Schneider
------------------------------
Walter Schneider
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.01 Villa Loan Agreement dated September 23, 2004 between the
registrant and Villa Sistemi.
99.02 Amendment No.5 dated as of September 23, 2004 to the Loan and
Security Agreement by and among the registrant, Bertan High
Voltage Corp., RFI Corporation, Del Medical Imaging Corp. and
GE Business Capital Corporation f/k/a/ Transamerica Business
Capital Corporation, dated as of June 10, 2002.
