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) June 2, 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 June 2, 2005, the registrant entered into a Separation Agreement
and Release dated as of April 1, 2005 (the "Separation Agreement") with Edward
Ferris, the registrant's former Senior Vice President of Corporate and
Organizational Development. The Separation Agreement is attached hereto as
EXHIBIT 99.01 and incorporated herein by reference. The following summary does
not purport to be complete and is subject to and qualified in its entirety by
the actual text of such agreement. The Separation Agreement provides for a
severance payment of $474,491.23 by the registrant to Mr. Ferris. Additionally,
the registrant is to make a $25,000 payment to Mr. Ferris representing payment
of certain legal fees and expenses Mr. Ferris has incurred or will incur in
connection with his separation from the registrant. In consideration for these
payments, the Change in Control Agreement between the registrant and Mr. Ferris
dated October 28, 2002 (the "Ferris Change in Control Agreement") was terminated
and Mr. Ferris agreed to release and discharge the registrant, as more fully
described in the Separation Agreement.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
See ITEM 1.01 for a discussion of the termination of the Ferris
Change in Control Agreement pursuant to the terms of the Separation Agreement.
The form of the Ferris Change of Control Agreement was attached as
an exhibit to the registrant's Annual Report on Form 10-K for the fiscal year
ended August 3, 2002. The following summary of certain provisions of the Ferris
Change in Control 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 Ferris Change of Control Agreement provided that,
in the event of a change in control that resulted in the termination of Mr.
Ferris' employment, the registrant would have been obligated to pay to him two
(2) times the sum of (i) his base salary, plus (ii) any bonus payable for the
year immediately preceding the termination (or if no bonus was declared, the
target bonus for the year of the termination), plus (iii) any amount credited to
Mr. Ferris as deferred compensation for the year immediately preceding the
termination. In addition, in the event of a termination following a change of
control, the registrant would have been obligated to pay to Mr. Ferris an amount
equal to his unvested balances in the registrant's profit sharing plan and
401(k) plan. These change of control payments were conditioned upon the
execution of a mutual release of claims, and were to be made as soon as
practicable (but no more than five (5) days) following his termination.
Upon a change of control termination, the registrant would have been
obligated to pay to Mr. Ferris an amount equal to his unused vacation days and a
pro-rata portion of his accrued but unpaid target bonus for the year in which
the termination occured. In addition, upon a change of control termination, Mr.
Ferris would have been eligible to participate in the registrant's
hospitalization, group health benefit and disability plans for eighteen (18)
months from the date of the termination. If the registrant's plans did not allow
such participation, the registrant would have been obligated to reimburse Mr.
Ferris for the cost of equivalent coverage.
If the payments to be received by Mr. Ferris under a change of
control agreement, together with any other perquisites or payments, would have
been subject to excise taxes, the registrant would have been obligated to make a
gross-up payment equal to the total amount of all taxes imposed on the change of
control payments, including income and excise taxes imposed on the gross-up
payment.
The termination of Mr. Ferris' employment was to be deemed a change
of control termination if such employment were terminated by the registrant
within twenty-four (24) months after a change of control, or Mr. Ferris
voluntarily terminated his employment, within twenty-four (24) months of a
change of control, due to a decrease in his salary, bonus or benefits, or if the
registrant had substantially changed Mr. Ferris' duties, moved his work location
by more than forty (40) miles or the registrant's principal business had
substantially changed.
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 Separation Agreement and Release dated as of
April 1, 2005 between the registrant and
Edward Ferris.
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: June 6, 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 Separation Agreement and Release dated as of April 1, 2005
between the registrant and Edward Ferris.
