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 27, 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 27, 2005, the Board of Directors approved an increase to
the salary of Walter F. Schneider, the Company's Chief Executive Officer and
President, to $300,000 per year. The Board of Directors also approved the
issuance to Mr. Schneider of options to purchase 100,000 shares of the Company's
common stock, par value $.10, at an exercise price of $2.70 per share.
Additionally, on April 27, 2005, the Board of Directors approved a
Senior Management Incentive Plan, setting forth bonuses to be paid to members of
management for reaching certain incentive targets (the "Senior Management
Incentive Plan"). Under the Senior Management Incentive Plan, the Board approved
bonuses to Mr. Schneider and Mark A. Koch, the Principal Accounting Officer of
the registrant, of $116,000 and $33,000, respectively, in the event they reach
certain incentive targets. For additional information, reference is made to the
summary plan description of the Senior Management Incentive Plan attached hereto
as EXHIBIT 99.01.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On April 27, 2005, the registrant received notice from Wallace
Barnes and Michael Cheshire tending their voluntary resignations as members of
the registrant's board of directors, effective April 27, 2005.
The Board has appointed General Merrill A. McPeak and James Risher
to the Board, effective April 27, 2005, to serve until the next annual meeting
of stockholders and until their successors are duly elected and shall be
qualified.
General McPeak was appointed to the compensation committee of the
registrant's board of directors. Mr. Risher was appointed to the board's audit
committee. Neither General McPeak nor Mr. Risher have entered into any
transactions with the Company since the beginning of the Company's last fiscal
year which would be reportable under Item 404(a) of Regulation S-K. Neither
General McPeak nor Mr. Risher are currently employed by the Company.
There are no arrangements or understandings under which either
General McPeak nor Mr. Risher were appointed to the Board.
For additional information, reference is made to the press release
attached hereto as EXHIBIT 99.02.
ITEM 8.01 OTHER EVENTS.
On April 28, 2005, the registrant issued a press release announcing
that (i) the registrant's 2005 annual meeting of shareholders is scheduled to be
held on Thursday, June 30, 2005, and that the Company fixed May 25, 2005 as the
record date for the determination of shareholders entitled to notice of and to
vote at the annual meeting, and (ii) in addition to nominating General McPeak
and Mr. Risher, the board of directors of the registrant has nominated James R.
Henderson, Gerald M. Czarnecki, Walter F. Schneider and Edgar J. Smith, Jr. for
re-election to the board at the 2005 Annual Meeting.
For additional information, reference is made to the press release
attached hereto as EXHIBIT 99.02.
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 Senior Management Incentive Plan
99.02 Press release dated April 28, 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: May 2, 2005
By: /s/ Mark A. Koch
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Mark A. Koch
Principal Accounting Officer
