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) May 23, 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 May 23, 2005, the registrant entered into a Severance Benefits Agreement
(the "Schneider Severance Agreement") between the registrant and Walter F.
Schneider. A copy of the Schneider Severance Agreement is attached hereto as
EXHIBIT 99.01 and incorporated herein by reference. The following summary of the
Schneider Severance 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.
Pursuant to the terms of the Schneider Severance Agreement, upon the occurrence
of the events specified below, Mr. Schneider is entitled to receive a severance
payment equal to (a) the payment of his full base salary through the date of the
termination of his employment at the rate in effect immediately prior to such
termination; PLUS (b) in lieu of any further payments, a payment equal to one
times his annual base salary in effect prior to the date of termination (such
payments collectively, the "Severance Payment"). The Severance Payment is
payable to Mr. Schneider upon the occurrence of the following events: (a) his
employment is involuntarily terminated by the registrant other than for cause or
due to his death or disability; or (b) he voluntarily terminates his employment
because (i) without his express written consent, he is placed in any position of
substantially lesser stature than the position he holds with the registrant as
of the date of the Schneider Severance Agreement (except if another person that
is mutually acceptable to Mr. Schneider and the registrant is appointed to the
office of President of the registrant); (ii) his annual base salary, as
increased from time to time, is reduced; or (iii) the registrant hires a person
for the position of President of the registrant that is not acceptable to Mr.
Schneider. Additionally, if Mr. Schneider is entitled to a Severance Payment, he
will also be entitled to receive health insurance coverage for one year on the
same terms as such coverage is available to him on the date of the Schneider
Severance Agreement. The Schneider Severance Agreement also requires Mr.
Schneider to keep certain information about the registrant confidential after
the termination of his employment. The Schneider Severance Agreement expires on
December 31, 2007.
On May 23, 2005, the registrant entered into a Severance Benefits Agreement
(the "Koch Severance Agreement") between the registrant and Mark A. Koch. A copy
of the Koch Severance Agreement is attached hereto as EXHIBIT 99.02 and
incorporated herein by reference. The following summary of the Koch Severance
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. Pursuant to the
terms of the Koch Severance Agreement, upon the occurrence of the events
specified below, Mr. Koch is entitled to receive a severance payment equal to
(a) the payment of his full base salary through the date of the termination of
his employment at the rate in effect immediately prior to such termination; PLUS
(b) in lieu of any further payments, a payment equal to one times his annual
base salary in effect prior to the date of termination (such payments
collectively, the "Severance Payment"). The Severance Payment is payable to Mr.
Koch upon the occurrence of the following events: (a) his employment is
involuntarily terminated by the registrant other than for cause or due to his
death or disability; or (b) he voluntarily terminates his employment because (i)
without his express written consent, he is placed in any position of
substantially lesser stature than the position he holds with the registrant as
of the date of the Koch Severance Agreement; (ii) without his express written
consent, he is transferred or the registrant proposes that he be transferred for
any extended period to a location that is more than forty (40) miles from the
registrant's location at which he performs services for the registrant as of the
date of the Koch Severance Agreement; or (iii) his annual base salary, as
increased from time to time, is reduced. Additionally, if Mr. Koch is entitled
to a Severance Payment, he will also be entitled to receive health insurance
coverage for one year on the same terms as such coverage is available to him on
the date of the Koch Severance Agreement. The Koch Severance Agreement also
requires Mr. Koch to keep certain information about the registrant confidential
after the termination of his employment. The Koch Severance Agreement expires on
December 31, 2006.
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 Severance Benefits Agreement dated May 23, 2005 between
the registrant and Walter F. Schneider.
99.02 Severance Benefits Agreement dated May 23, 2005 between
the registrant and Mark A. Koch.
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: May 24, 2005
By: /s/ Mark A. Koch
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Mark A. Koch
Principal Accounting Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description
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99.01 Severance Benefits Agreement dated May 23, 2005 between the
registrant and Walter F. Schneider.
99.02 Severance Benefits Agreement dated May 23, 2005 between the
registrant and Mark A. Koch.
