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) August 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 August 2, 2005, the registrant issued a press release announcing that
the registrant, along with its subsidiaries, RFI Corporation ("RFI") and Del
Medical Imaging Corporation ("Del Medical"), entered into an $8 million credit
facility with North Fork Business Capital ("North Fork") on August 1, 2005 (the
"Credit Facility"), a copy of which press release is annexed hereto as EXHIBIT
99.01. A copy of the Credit Facility is attached hereto as EXHIBIT 10.01 and
incorporated herein by reference. The following summary of the Credit Facility
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 Credit Facility provides
for a three-year, $6 million revolving line of credit and a three-year, $2
million term loan. To secure timely repayment, the registrant, RFI and Del
Medical granted North Fork security interest in all of its receivables,
equipment, property inventory and investment property (other than shares of
Villa Sistemi Medicali S.p.A. ("Villa Sistemi") owned by the registrant), now
owned or later acquired.
At the option of the registrant, loans under the Credit Facility bear
interest based on either LIBOR or the base rate which is defined as the higher
of (i) the highest prime, base or equivalent rate of interest publicly announced
from time to time by North Fork Bank, Citibank, N.A. or Bank of America or any
successor to either of the foregoing banks (which may not be the lowest rate of
interest charged by such bank) and (ii) the published annualized rate for
ninety-day dealer commercial paper that appears in the "Money Rates" section of
THE WALL STREET JOURNAL. Loans based on the base rate bear interest at the rate
of either 0.50% plus the base rate for the revolver loan and 0.75% plus the base
rate for the term. Additionally, the registrant has a LIBOR rate option covering
up to 80% of the outstanding revolving loans and term loan (less any scheduled
amortization during any 30, 60 or 90 day period) at the rate of 30, 60 or 90 day
LIBOR plus 2.5% for the revolving loans and 2.75% for the term loan. Interest is
payable monthly in arrears on the first day of each month.
On August 1, 2005, the registrant and Villa Sistemi, a subsidiary of the
registrant, entered into an amendment (the "Second Amendment") to that certain
loan agreement between the registrant and Villa Sistemi dated September 23, 2004
(the "Villa Loan Agreement"), a copy of which is attached hereto as EXHIBIT
10.02 and incorporated herein by reference. The following summary of the Second
Amendment to the Villa Loan 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 Second Amendment to the Villa Loan Agreement (a) modifies the
interest rate of the loan from 5% to 8% per annum, (b) adds revised
subordination language requested by North Fork Business Capital and (c) extends
the maturity date of the loan to October 30, 2006.
Item 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Pursuant to the terms of the Credit Facility, the registrant used proceeds
from the Credit Facility to terminate that certain loan and security agreement
by and among the registrant, Bertan High Voltage Corp., RFI, Del Medical and GE
Business Capital Corporation f/k/a Transamerica Business Capital Corporation
dated June 10, 2002, as amended.
Item 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The disclosure contained in "Item 1.01 Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is incorporated in this Item 2.03
by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
10.01 Loan and Security Agreement, dated as of August 1, 2005, among
the registrant, RFI Corporation, Del Medical Imaging
Corporation and North Fork Business Capital Corporation.
10.02 Second Amendment to Villa Loan Agreement, dated as of August 1,
2005, between the registrant and Villa Sistemi.
99.01 Press release dated August 2, 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.
(Registrant)
Date: August 3, 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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10.01 Loan and Security Agreement, dated as of August 1, 2005, among
the registrant, RFI Corporation, Del Medical Imaging Corporation
and North Fork Business Capital Corporation.
10.02 Second Amendment to Villa Loan Agreement, dated as of August 1,
2005, between the registrant and Villa Sistemi.
99.01 Press release dated August 2, 2005.
