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) April 1, 2005
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DEL GLOBAL TECHNOLOGIES CORP.
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(Exact name of registrant as specified in charter)
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) 686-3650
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(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 April 1, 2005, the registrant entered into an
Administrative Agreement (the "Administrative Agreement") between
the registrant, RFI Corporation ("RFI") and the Defense Logistics
Agency, a component of the U.S. Department of Defense. A copy of the
Administrative Agreement is attached hereto as EXHIBIT 99.01 and
incorporated herein by reference. The following summary of the
Administrative 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 Administrative Agreement provides that
the registrant's subsidiary, RFI, will not be debarred from doing
business with U.S. Government entities so long as RFI maintains its
compliance program and adheres to the terms of the Administrative
Agreement.
On April 5, 2005, the registrant entered into a consent and
eighth amendment ("Amendment No. 8") to that certain loan and
security agreement by and among the registrant, Bertan High Voltage
Corp., RFI, 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. 8 to the Loan and Security Agreement is
attached hereto as EXHIBIT 99.02 and incorporated herein by
reference. The following summary of Amendment No. 8 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. All capitalized terms used but not defined herein
shall have the respective meanings assigned to such terms in the
Loan and Security Agreement. The terms in the Loan and Security
Agreement were amended to (i) permit the Borrowers to use up to
$300,000 of the proceeds of the Loans to pay additional amounts
owing by RFI 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 and
(ii) provide that in no event shall the aggregate amount of the Loan
and the Letters of Credit outstanding at any time (x) in respect of
Eligible Inventory exceed $2,000,000 or (y) exceed the Maximum
Amount of the Facility.
ITEM 8.01. OTHER EVENTS
On April 5, 2005, the registrant issued a press release
announcing that (i) it has reached an administrative agreement with
the Defense Logistics Agency, a component of the U.S. Department of
Defense, which provides that the registrant's subsidiary, RFI, will
not be debarred from doing business with U.S. Government entities so
long as RFI maintains its compliance program and adheres to the
terms of the administrative agreement, (ii) the Medical Systems
Group received a blanket order for 15 units of its EPEX(TM) Digital
Radiographic System from a distributor for provincial Chinese
facilities, (iii) earlier this month at the European Congress of
Radiology in Vienna, Austria, the Medical Systems Group introduced
the Apollo(TM) Remove Control Radiographic/Fluoroscopic System and
(iv) the registrant donated two military portable X-ray devices to
support tsunami disaster relief efforts in Asia.
For additional information, reference is made to the press release
attached hereto as Exhibit 99.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Exhibit No. Exhibits
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99.01 Administrative Agreement dated the 1st day of April 2005
between the registrant, RFI Corporation and the Defense
Logistics Agency.
99.02 Consent and Eighth Amendment dated as of April 5, 2005 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.
99.03 Press Release dated April 5, 2005.
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.
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(Registrant)
Date: April 5, 2005
By: /s/ Mark A. Koch
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Mark A. Koch
Principal Accounting Officer and
Treasurer
EXHIBIT INDEX
Exhibit No. Exhibits
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99.01 Administrative Agreement dated the 1st day of April 2005
between the registrant, RFI Corporation and the Defense
Logistics Agency.
99.02 Consent and Eighth Amendment dated as of April 5, 2005 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.
99.03 Press Release dated April 5, 2005.
