UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-3319
For the transition period from ________________ to ________________
DEL GLOBAL TECHNOLOGIES CORP.
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-1784308
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) 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
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value ("Common Stock")
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(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by nonaffiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter.
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the Registrant as of January 28, 2005, was $16,223,109. Solely
for the purposes of this calculation, shares held by directors and executive
officers of the Registrant have been excluded. Such exclusion should not be
deemed a determination or an admission by the Registrant that such individuals
are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of October 27, 2005, there were 10,630,188 shares of the registrant's
common stock outstanding.
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EXPLANATORY NOTE
Del Global Technologies Corp. ("the Company") is filing this Amendment No. 1 on
Form 10-K/A to our Annual Report on Form 10-K, originally filed with the
Securities and Exchange Commission on October 31, 2005, solely for the purpose
of including the information required to be disclosed in Part III thereof.
In addition, we have filed the following exhibits herewith:
31.3 Certification required by Rule 13a-14(a) or Rule 15d-14(a)
31.4 Certification required by Rule 13a-14(a) or Rule 15d-14(a)
Except as specifically indicated herein, no other information included in the
Annual Report on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.
2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
INFORMATION WITH RESPECT TO DIRECTORS
The names and ages of each director of the Company, each of their principal
occupations at present and for the past five (5) years and certain other
information about each of the directors are set forth below:
ALL OFFICES WITH THE
NAME AGE COMPANY(1) DIRECTOR SINCE
---- --- ---------- --------------
James R. Henderson 48 Director and Chairman 2003
of Board
Walter F. Schneider 70 Director, President and 2003
Chief Executive Officer
Gerald M. Czarnecki 65 Director 2003
Merrill A. McPeak 69 Director 2005
James A. Risher 63 Director 2005
Edgar J. Smith, Jr. 71 Director 2002
JAMES R. HENDERSON has been a member of the Company's Board of Directors since
November 20, 2003 and Chairman of the Board since May 12, 2005. Mr. Henderson
has served as a Vice President of Steel Partners, Ltd., a management and
advisory company, since March 2002. Mr. Henderson served as a Vice President of
Steel Partners Services, Ltd. from August 1999 through March 2002. Mr. Henderson
has served as President and Chief Operating Officer of WebFinancial Corporation
("WebFinancial"), which, through its operating subsidiaries, operates in niche
banking markets, since November 2003 and as Chief Operating Officer and Director
since June 2005. He has also served as a director of the WebBank subsidiary of
WebFinancial, an FDIC insured, State of Utah Industrial Loan Corporation since
March 2000, Acting Chief Executive Officer of WebBank from November 2004 until
May 2005 and as Chairman of WebBank since November 2004. He has also served as
President of Gateway Industries, Inc., a provider of database development and
website design and development services, since December 2001. Mr. Henderson has
served as a director of SL Industries, Inc. ("SLI"), a manufacturer and marketer
of power and data quality systems and equipment for industrial, medical,
aerospace and consumer applications, since January 2002. Mr. Henderson has
served as a director of BNS Corporation since June 2004. Mr. Henderson served as
a director of ECC International Corp., a manufacturer and marketer of computer
controlled simulators for training personnel to perform maintenance and
operation procedures on military weapons, from December 1999 until September
2003, and as acting Chief Executive Officer from July 2002 until March 2003.
From January 2001 to August 2001, Mr. Henderson served as President of MDM
Technologies, Inc., a direct mail and marketing company. From 1996 to July 1999,
Mr. Henderson was employed in various positions with Aydin Corporation which
included a tenure as President and Chief Operating Officer from October 1998 to
June 1999. Prior to his employment with Aydin Corporation, Mr. Henderson was
3
employed as an executive with UNISYS Corporation, an e-business solutions
provider. Mr. Henderson earned a B.S. in Accounting from the University of
Scranton.
WALTER F. SCHNEIDER has been a member of the Company's Board of Directors since
November 20, 2003 and has served as our President and Chief Executive Officer
since October 10, 2003. Prior to his appointment as President and Chief
Executive Officer, Mr. Schneider was appointed President of Del Medical Systems
Group and Villa Sistemi Medicali S.p.A. in April 2002, and prior to that date,
he was the Senior Vice President of Operations of the Del Medical Systems Group
from the time he joined us in 2000 to April 2002. From 1985 to 1999, he was
President of the Bennett Division of Thermo Electron Co., a manufacturer of
general purpose radiology equipment.
GERALD M. CZARNECKI has been a member of the Company's Board of Directors since
June 3, 2003. He has served as the Chairman of The Deltennium Corporation, a
privately held holding company ("Deltennium"), since November 1995. Deltennium
operates as a holding company for various operating businesses of which Mr.
Czarnecki is the principal stockholder, including Deltennium Capital, Inc., a
venture capital firm. Prior to forming Deltennium, Mr. Czarnecki had a broad
career as a corporate executive including serving as Chairman & CEO of
Honfed Bank, a multi-billion dollar bank; President of UNC Inc., a manufacturing
and services company in the aviation industry; and Senior Vice President of
Human Resources and Administration of IBM, the world's largest computer company.
Mr. Czarnecki is a frequent speaker and seminar leader on a broad range of
corporate governance issues and serves on a number of corporate boards. He has
served as a member of the Board of Directors and Chairman of the Audit Committee
of State Farm Insurance Companies since 1998; serves as non-executive Chairman
of InPractice, Inc.; and serves as a member of the Board of Directors and member
of the Audit Committee of ATM National, Inc. He is Chairman of the Board of
Directors of the National Association of Corporate Directors, Florida Gateway
Chapter and is Chairman of The National Leadership Institute, a non-profit
organization committed to improving non-profit Leadership and Corporate
Governance.
GENERAL MERRILL A. MCPEAK has been a member of the Company's Board of Directors
since April 27, 2005. General McPeak has served as President of McPeak &
Associates, a management consulting firm, since 1995. He was Chief of Staff,
United States Air Force, from November 1990 to October 1994, when he retired. He
is Chairman of the Board of Ethicspoint, Inc. and a director of several other
private companies. He also serves as a director of Tektronix, Inc., a
manufacturer and marketer of test, measurement and monitoring solutions, Health
Sciences Group, Inc., a provider of preventive healthcare alternatives to
consumers and medical professionals and GigaBeam Corporation, a supplier of high
performance high availability fiber-speed wireless communication. He received a
bachelor of arts degree in economics from San Diego State College and a master
of science degree in international relations from George Washington University.
JAMES A. RISHER has been a member of the Company's Board of Directors since
April 27, 2005. Mr. Risher has been the Managing Partner of Lumina Group, LLC, a
private company engaged in the business of consulting and investing in small and
mid-size companies, since 1998. From February 2001 to May 2002, Mr. Risher
served as Chairman and Chief Executive Officer of BlueStar Battery Systems
International, Inc., a Canadian public company that is an e-commerce distributor
of electrical and electronic products to selected automotive aftermarket
segments and targeted industrial markets. From 1986 to 1998, Mr. Risher served
as a director, Chief Executive Officer and President of Exide Electronics Group,
Inc. ("Exide"), a global leader in the uninterruptible power supply industry. He
also served as Chairman of Exide from December 1997 to July 1998. Mr. Risher has
also been a director of SLI since May 2003 and a director of New Century Equity
Holdings Corp., a holding company seeking to acquire a new business, since
October 2004.
EDGAR J. SMITH, JR. has been a member of the Company's Board of Directors since
December 2002. He was Vice President, General Counsel and Secretary of Witco
Corporation from 1998 until his retirement in 1999. Previously, Mr. Smith had
been Vice President, General Counsel and Secretary of General Signal Corporation
(NYSE). Mr. Smith is also a director of two not-for-profit organizations, Pro
Arte Singers of Stamford, CT, and the University Glee Club of New York, NY.
4
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS; IDENTIFICATION OF AUDIT COMMITTEE
FINANCIAL EXPERT
The Board of Directors has a standing Audit Committee, the members of which are
Gerald M. Czarnecki, Edgar J. Smith, Jr. and James A. Risher. The Board of
Directors has determined that Mr. Czarnecki is an "audit committee financial
expert" as defined in Item 401(h) of Regulation S-K. Although the Company is
currently not listed on any exchange, each of Mr. Czarnecki and the other
members of the Audit Committee is an "independent director" as defined in Rule
4200 of the Marketplace Rules of the National Association of Securities Dealers,
Inc.
CODE OF BUSINESS CONDUCT AND ETHICS.
The Company has adopted a Code of Business Conduct and Ethics that applies to
the Company's Chief Executive Officer and Principal Accounting Officer. The
Company's Code of Business Conduct and Ethics is posted on the Company's
website, WWW.DELGLOBAL.COM.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership on Form 3 and changes in
ownership on Form 4 or Form 5 with the Commission. Such officers, directors and
10% stockholders are also required by Commission rules to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on its review of
the copies of such forms received by it, or written representations from certain
reporting persons, the Company believes, during the fiscal year ended July 30,
2005, that there was compliance with all Section 16(a) filing requirements
applicable to its officers, directors and 10% stockholders.
ADDITIONAL EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS
MARK A KOCH, 47, was appointed Treasurer and Principal Accounting Officer on
August 24, 2004 and was appointed Secretary on September 17, 2004. Prior to his
appointment as Treasurer and Principal Accounting Officer, Mr. Koch served as
our Corporate Controller and Assistant Secretary since February 2003,
responsible for internal and external financial reporting, domestic working
capital management, and treasury functions. From 1998 through 2003, Mr. Koch was
Corporate Controller, Secretary and Treasurer of SEMX Corporation a NASDAQ
listed corporation providing specialty materials and thermal management
solutions to the wireless, internet infrastructure and electronics industries.
CHRISTOPHER N. JAPP, 44, was appointed President - Medical Systems Group on
November 1, 2005. From 2003 to 2005, Mr. Japp served as Vice President, Cardiac
Surgery and Vice President, Marketing at St. Jude Medical International, a
global cardiovascular device manufacturing company. From 1990 to 2003, he held
positions of increasing responsibility at GE Healthcare, including general
management marketing, sales and product development positions in Canada, Japan,
Hong Kong and the United States. Mr. Japp is Six Sigma Certified and has a B.S.
in Electrical Engineering from Queen's University, Kingston, Canada.
EDWARD FERRIS, 49, served as our Senior Vice President, Corporate and
Organization Development from July 2002 until his resignation on April 1, 2005.
5
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following Summary Compensation Table sets forth the compensation of
Walter Schneider, our Chief Executive Officer and our other four most highly
compensated executive officers during our fiscal years ended July 30, 2005, July
31, 2004 and August 2, 2003.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
SECURITIES ALL OTHER
OTHER ANNUAL UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION ($)(2) OPTIONS SATION ($)
--------------------------- ---- ---------- ------------ ------------------- ------- ----------
Walter F. Schneider 2005 $284,181 $ - $ 10,200 100,000(7) $ -
President and Chief Executive 2004 269,365 - 10,200 50,000(4) -
Officer 2003(8) 203,462 22,773 19,140 36,000 -
Mark A Koch 2005 $167,366 $ - $ - $ - $ -
Treasurer and Principal Accounting 2004 135,937 - - - -
Officer 2003 117,763 3,000 - - -
Thomas V. Gilboy 2005 $ 17,084 $ - $ - $ - $ 140,000(9)
Former Chief Financial Officer 2004 206,519 - - - -
2003(5) 205,320 19,172 - - -
Edward Ferris 2005 $132,998 - $ - $ - 499,491(10)
Former Senior Vice President, 2004 199,149 - 53,250(3) - -
Corporate and 2003(6) 201,156 21,404 54,060 - -
Organizational Development
- ----------------------------
(1) The figures reported in the bonus column represent amounts earned and
accrued for each year.
(2) The amounts in this column represent payments on behalf of Messrs. Schneider
and Ferris related to company apartments for their use. Other than as disclosed
herein, the aggregate amount of any perquisites or other personal benefits for
any individual executive officer was less than $50,000 or 10% of the total
annual salary and bonus for such officer, and is therefore not included in the
above table.
(3) With regard to Mr. Ferris, fiscal year 2004 amounts include an apportionment
of reimbursements of part of the calendar year 2004 tax liability related to the
use of the company apartments of $21,300.
(4) Includes nonqualified stock options granted on October 20, 2003. Such stock
options become exercisable immediately with an exercise price of $2.10. They are
exercisable through October 20, 2013.
(5) Mr. Gilboy was hired as Chief Financial Officer on February 27, 2001, at an
annual base salary of $180,000. Mr. Gilboy resigned from the Company on August
23, 2004.
(6) Mr. Ferris was hired as Senior Vice President, Corporate and Organizational
Development on July 1, 2002 at an annual base salary of $200,000. Mr. Ferris
resigned from the Company on April 1, 2005.
(7) Includes nonqualified stock options granted on April 27, 2005. Such stock
options become exercisable in increments of 25% per year with an exercise price
of $2.70. They are exercisable through April 27, 2015.
6
(8) Mr. Schneider was hired on September 18, 2000 and was appointed as
President, Medical Systems Group on April 22, 2002, with an annual base salary
of $220,000. Effective October 10, 2003, Mr. Schneider became President and
Chief Executive Officer.
(9) Includes $140,000 paid pursuant to a separation agreement and release dated
as of September 1, 2004 with Thomas Gilboy, as described in "Separation
Agreements with Certain Former Executive Officers," below.
(10) Includes $499,491 paid pursuant to a separation agreement and release dated
as of April 1, 2005 with Edward Ferris, as described in "Separation Agreements
with Certain Former Executive Officers," below.
7
The following options were granted in the fiscal year ended July 30, 2005 to the
executive officers named in the Summary Compensation Table in this Amendment to
Annual Report on Form 10-K/A for the fiscal year ended July 30, 2005.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
% of
Total Potential Realizable Value
Options/ at Assumed Annual Rates of
Number of SARs Stock Price Appreciation
Securities Granted to Exercise or for Option Term (3)
Underlying Employees Base Price
Options/SARs in Fiscal per Share Expiration
Name Granted # Year (1) ($/Sh) (2) Date 5%($) 10%($)
---- --------- --------- ---------- ---------- -------- ------------
Walter F. Schneider (4) 100,000 100 % $2.10 4/26/2015 $169,802 $ 430,310
Mark A. Koch -
Thomas V. Gilboy -
Edward Ferris - -
(1) Based on options to purchase an aggregate of 100,000 shares of Common Stock
granted to employees (including employee directors) during the fiscal year ended
July 30, 2005. The foregoing total excludes options granted to non-employee
directors.
(2) The exercise price per share of each option was equal to the quoted fair
market value of the shares of Common Stock on the date of grant.
(3) The potential realizable value is calculated based on the term of the option
at its time of grant. It is calculated by assuming that the stock price on the
date of grant appreciates at the indicated annual rate, compounded annually for
the entire term of the option and that the option is exercised and sold on the
last day of its term for the appreciated stock price. The 5% and 10% rates
represent certain assumed rates of appreciation only, in accordance with the
rules of the Securities and Exchange Commission, and do not reflect the
Company's estimate or projection of future stock price performance. Actual
gains, if any, are dependent on the actual further performance of the shares of
Common Stock, and no gain to the optionee is possible unless the stock price
increases over the option term.
(4) 25% of the shares subject to the option granted vested on the grant date of
April 27, 2005 and the remaining shares vest 25% per year on each anniversary
date of the grant.
8
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number Of Securities Value Of Unexercised
Underlying Unexercised In-The-Money Options
Shares Options At Fiscal Year-End At Fiscak Year-End ($)(1)
Acquired Value -------------------------- -------------------------
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
Walter F. Schneider - - 121,000 100,000 $89,900 $15,000
Mark A. Koch - - 7,500 - - -
Thomas V. Gilboy - - - - - -
Edward Ferris - - 37,500 - 11,500 -
- ------------------
(1) Difference between the fair market value of the underlying Common Stock,
$2.90, and the exercise price for in-the-money options on July 30, 2005.
Board compensation consists generally of the following:
o Each non-employee director will receive an annual retainer of
$20,000;
o Each non-employee director will receive an additional fee of $1,000
per each full length Board meeting attended (with lesser
compensation for telephonic meetings, at the discretion of the chair
of the Board or committee, as applicable);
o Each non-employee member of each standing committee will receive a
fee of $500 per each full-length committee meeting attended; and
$250 for shorter duration committee meetings attended;
o Chairs of the Board and the various standing committees, excepting
the Audit Committee, will receive double meeting fees. In lieu of
the foregoing, the Chair of the Audit Committee will receive an
additional $1,000 per Audit Committee meeting; and
o Each non-employee member of the Board receives a one-time grant of
25,000 options to purchase the Company's Common Stock, with an
exercise price equal to the fair market value on the date of grant.
From August 1, 2004 through July 30, 2005, non-employee directors were paid
quarterly retainers, at a rate of $20,000 per annum for serving on the Board of
Directors. Directors who are also Company employees receive no compensation for
serving as directors.
9
EMPLOYMENT AGREEMENTS
EMPLOYMENT CONTRACTS WITH NAMED EXECUTIVE OFFICERS
On May 23, 2005, Walter F. Schneider entered into that certain Severance
Benefits Agreement with the Company dated as of such date (the "Schneider
Severance Agreement"), a copy of which was filed as an exhibit to the Company's
Current Report on Form 8-K filed on May 25, 2005. 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 full text of such agreement.
Pursuant to the terms of such 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 "Schneider Severance Payment"). The Schneider Severance
Payment is payable to Mr. Schneider upon the occurrence of the following events:
(a) his employment is involuntarily terminated by the Company 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
Company as of the date of the Schneider Severance Agreement (except if another
person that is mutually acceptable to Mr. Schneider and the Company is appointed
to the office of President of the Company); (ii) his annual base salary, as
increased from time to time, is reduced; or (iii) the Company hires a person for
the position of President of the Company that is not acceptable to Mr.
Schneider. Additionally, if Mr. Schneider is entitled to the Schneider 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 Company confidential after
the termination of his employment. The Schneider Severance Agreement expires on
December 31, 2007.
On September 8, 2004, the Company executed a Non-Competition Agreement with Mr.
Schneider in the form attached as an exhibit to the Company's Current Report on
Form 8-K filed on September 10, 2004. The following summary of Mr. Schneider's
Non-Competition Agreement does not purport to be complete, and is subject to and
qualified in its entirety by reference to the full text of such agreement. The
terms of Mr. Schneider's Non-Competition Agreement provide for a payment of
$225,000 by the Company to Mr. Schneider upon the consummation of the sale by
the Company of the businesses of both Del Medical Imaging Corp. and Villa
Sistemi Medicali, S.p.A. ("Villa"), provided that Mr. Schneider is employed by
the Company at such time. In consideration for this payment, Mr. Schneider has
agreed (i) not to compete directly or indirectly with the businesses in which
the Company or an affiliate is engaged, other than the business of Del Medical
Imaging Corp., by owning, managing, operating, joining, controlling, financing
or participating in the ownership, management, operation, control or financing
of, or being connected as an officer, director, employee, member, partner,
principal, agent, representative, consultant or otherwise with, or use or permit
his name to be used in connection with such a competing business; and (ii) not
to directly or indirectly, either for himself or any other person (A) solicit or
induce any employee, sales agent, independent sales organization or other
independent contractor of the Company or any of its affiliates to leave the
employ of or to cease to provide services, in whole or in part to, the Company
or its affiliates, or to terminate or fail or refuse to renew or renegotiate,
any contract for services with the Company or its affiliates, whether such
contract is written or oral, (B) in any way interfere with the relationship
between the Company or its affiliates and an employee of or sales agent,
independent sales organization or independent contractor of the Company or its
affiliates, (C) employ, or otherwise engage as an employee, sales agent,
independent sales organization or independent contractor, consultant or
otherwise, any employee, sales agent, independent sales organization or
independent contractor of the Company or its affiliates, or (D) induce or
attempt to induce any customer, supplier, licensee, or business relation of the
Company or its affiliates, to cease doing business with the Company or such
affiliate, or in any way interfere with the relationship between any customer,
supplier, licensee, or business relation of the Company or its affiliates. If
Mr. Schneider breaches the Non-Competition Agreement, he would be liable for
damages and the Company could seek an injunction.
10
On May 23, 2005, Mark A. Koch entered into a Severance Benefits Agreement with
the Company dated as of such date (the "Koch Severance Agreement"), a copy which
was filed as an exhibit to the Company's Current Report on Form 8-K filed on May
25,2005. 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 full 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 "Koch Severance
Payment"). The Koch Severance Payment is payable to Mr. Koch upon the occurrence
of the following events: (a) his employment is involuntarily terminated by the
Company 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 Company as of the date of the Koch Severance
Agreement; (ii) without his express written consent, he is transferred or the
Company proposes that he be transferred for any extended period to a location
that is more than forty (40) miles from the Company's location at which he
performs services for the Company 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 the Koch 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 Company confidential after the termination of his
employment. The Koch Severance Agreement expires on December 31, 2006.
SEPARATION AGREEMENTS WITH CERTAIN FORMER EXECUTIVE OFFICERS
THOMAS V. GILBOY AND EDWARD FERRIS
Thomas V. Gilboy served as the Company's Chief Financial Officer until August
23, 2004. Edward Ferris served as the Company's Senior Vice President of
Corporate and Organizational Development until April 1, 2005.
The Company entered into a Separation Agreement and Release dated as of
September 1, 2004 (the "Gilboy Separation Agreement") with Thomas V. Gilboy, the
Company's former Chief Financial Officer. The following summary does not purport
to be complete and is subject to and qualified in its entirety by the full text
of such agreement. The Gilboy Separation Agreement was filed as an exhibit to
the Company's Current Report on Form 8-K filed on September 15, 2004. Pursuant
to the Gilboy Separation Agreement, the Company made severance payments to Mr.
Gilboy aggregating $140,000. In consideration for these payments, the Change in
Control Agreement between the Company and Mr. Gilboy dated October 28, 2002 was
terminated and Mr. Gilboy agreed to release and discharge the Company, as more
fully described in the Gilboy Separation Agreement.
On June 2, 2005, the Company entered into a Separation Agreement and Release
dated as of April 1, 2005 (the "Ferris Separation Agreement") with Edward
Ferris, the Company's former Senior Vice President of Corporate and
Organizational Development. The following summary does not purport to be
complete and is subject to and qualified in its entirety by the full text of
such agreement. The Ferris Separation Agreement was filed as an exhibit to the
Company's Current Report on Form 8-K filed on June 2, 2005. Pursuant to the
Ferris Separation Agreement, the Company made a severance payment of $474,491.23
to Mr. Ferris. Additionally, the Company made a $25,000 payment to Mr. Ferris
representing payment of certain legal fees and expenses Mr. Ferris incurred in
connection with his separation from the Company. In consideration for these
payments, the Change in Control Agreement between the Company and Mr. Ferris
dated October 28, 2002 was terminated and Mr. Ferris agreed to release and
discharge the Company, as more fully described in the Ferris Separation
Agreement.
11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Merrill A. McPeak as Chairman,
James A. Risher and James R. Henderson. None of these individuals was at any
time during the fiscal year ended July 30, 2005 or at any other time one of our
officers or employees.
None of our executive officers serves as a member of the Board of
Directors or the compensation committee of any other entity, which has one or
more executive officers serving as a member of our Board of Directors or
Compensation Committee.
12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of July 30, 2005 with
respect to our shares of Common Stock that may be issued under our existing
equity compensation plans:
(a) (b) (c)
Number of Number of
Securities to be Weighted- securities
issued upon average remaining
exercise of exercise price available for
outstanding of outstanding future issuance
options, options, under equity
warrants warrants compensation
Plan Category and rights and rights plans(1)
- ------------- ---------- ---------- --------
EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS:
Stock Option Plan 1,662,494 $ 3.81 538,681
EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS:
Warrants issued in connection with the acquisition of Villa(2) 50,000 $ 7.94 None
Warrants issued in settlement of class action lawsuit(3) 941,994 $ 1.50 Not applicable
(1) Excludes securities reflected in column (a).
(2) Warrants granted to the former majority shareholder of Villa Sistemi
Medicali S.p.A. ("Villa") in connection with our acquisition of Villa in
December 1999. These warrants expire in December 2005.
(3) Pursuant to our class action settlement with our shareholders concerning
allegations that the Company had violated federal Securities laws, we issued 2.5
million shares of our common stock and one million warrants to purchase our
common stock at $2.00 per share. The issuance of these securities was pursuant
to a court order issued in connection with the settlement of this class action
lawsuit in January 2002, and therefore was exempt from the registration
requirements of the Securities Act of 1933 pursuant to Section 3(a) (10)
thereof. These warrants were originally set to expire in March 2008. In a motion
filed in February 2004, a plaintiff class claimed damages due to Del Global's
failure to timely complete a registration statement for the shares of common
stock issuable upon exercise of these warrants. In settlement of this matter,
Del Global modified the exercise, or "strike," price of the warrants issued in
2002 from $2.00 to $1.50 per share, and extended the expiration date of such
warrants by one year to March 28, 2009.
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information concerning beneficial ownership of
Common Stock of the Company outstanding at October 27, 2005 by each person or
entity (including any "Group" as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), known by the
Company to be the beneficial owner of more than five percent of its outstanding
Common Stock. The percentage ownership of each beneficial owner is based upon
10,630,188 shares of Common Stock issued and outstanding as of October 27, 2005,
plus shares issuable upon exercise of options, warrants or convertible
securities (exercisable within 60 days after said date) that are held by such
person or entity, but not those held by any other person or entity. The
information presented in this table is based upon the most recent filings with
the Commission by such persons or upon information otherwise provided by such
persons to the Company. Unless otherwise indicated, the address for each
beneficial holder is One Commerce Park, Valhalla, NY 10595.
Name and address Amount and nature of
of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------- ----------------------- ----------------
Benson Associates LLC 1,159,163(2) 11.0%
111 SW 5th, Suite 2130
Portland, OR 97204
Royce & Associates LLC 656,410(3) 6.2%
1414 Avenue of the Americas
New York, NY 10019
Warren G. Lichtenstein 1,867,062(4) 17.6%
c/o Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022
Wells Fargo & Company 1,415,272(5) 13.3%
420 Montgomery Street
San Francisco, CA 94104
Wellington Management Co. LLP 1,020,235(6) 9.6%
75 State Street
Boston, MA 02109
Samuel P. Sporn 1,166,666(7) 11.0%(7)
c/o Schoengold & Sporn, P.C.
19 Fulton Street, Suite 406
New York, NY 10038
- ----------------------------------
(1) Unless otherwise noted, each beneficial owner has sole voting and investment
power with respect to the shares shown as beneficially owned by him or it.
(2) According to information contained in a Schedule 13G/A dated March 5, 2003,
Benson Associates, LLC ("Benson"), an investment advisor registered under the
Investment Advisors Act of 1940 ("Investment Act"), is the beneficial owner of
1,159,163 shares of Common Stock. In its role as investment advisor, Benson has
sole power to vote and dispose of the shares of Common Stock but disclaims
beneficial ownership of such shares owned by it in a fiduciary capacity.
14
(3) According to information contained in Amendment No. 3 to a Schedule 13G
dated January 25, 2005, Royce & Associates, LLC ("Royce"), an investment advisor
registered under the Investment Act, is the beneficial owner of 656,410 shares
of Common Stock. In its role as investment advisor, Royce has sole power to vote
and dispose of the shares of Common Stock owned by Royce.
(4) According to information contained in a Form 4 dated April 22, 2005, Steel
Partners II, L.P., a Delaware limited partnership ("Steel Partners"), Warren G.
Lichtenstein, and Steel Partners, LLC, a Delaware limited liability corporation
("Partners LLC") collectively is the beneficial owner of 1,838,416 shares of our
Common Stock. Partners LLC is the general partner of Steel Partners. Mr.
Lichtenstein is the sole executive officer and managing member of Partners LLC.
By virtue of his positions with Steel Partners and Partners LLC, Mr.
Lichtenstein has the sole power to vote and dispose of the 1,838,416 shares of
our Common Stock owned by Steel Partners and Partners LLC. According to
information contained in an amendment to Schedule 13D filed on a Schedule 13D/A
dated October 16, 2003 filed jointly by Steel Partners, Mr. Lichtenstein and
WebFinancial Corporation, a Delaware corporation ("WebFinancial"),
(collectively, the "Group"), WebFinancial has sole power to vote and dispose of
28,646 shares of our Common Stock. Mr. Lichtenstein is also the Chief Executive
Officer and director of WebFinancial Corporation. Mr. Lichtenstein disclaims
beneficial ownership of the 28,646 shares owned by WebFinancial.
(5) According to information contained in Amendment No. 3 on a Schedule 13G
dated January 21, 2005, Wells Fargo & Company ("Wells Fargo"), the parent
company of Wells Capital Management Incorporated ("Wells Capital"), an
investment adviser registered under the Investment Act, may be deemed the
beneficial owner of 1,415,272 shares of Common Stock of the Company. Clients of
Wells Capital are the owners of record of the shares held by Wells Capital.
Accordingly, in its role as investment advisor, Wells Capital has sole power to
vote as to 1,371,345 shares of our Common Stock and sole power to dispose of
1,415,272 shares of our Common Stock.
(6) According to information contained in Amendment No. 4 to a Schedule 13G
dated February 14, 2005, Wellington Management Company, LLP ("Wellington"), an
investment advisor registered under the Investment Act, may be deemed the
beneficial owner of 1,020,235 shares of Common Stock of the Company. Clients of
Wellington are the owners of record of the shares held by Wellington.
Accordingly, in its role as investment advisor, Wellington has shared power to
vote as to 597,709 of our Common Stock and shared power to dispose of all
1,020,235 shares of our Common Stock owned by Wellington.
(7) According to public record, as described below, Mr. Sporn beneficially owns
1,166,666 shares. However, the Company believes that Mr. Sporn has sold all or a
significant portion of these shares and has not filed a report of such sale with
the Commission. According to information contained in a Schedule 13D dated
January 21, 2003, Schoengold & Sporn, P.C. ("Schoengold"), a New York
professional corporation, engaged in the practice of law, may be deemed the
beneficial owner of 833,333 shares of Common Stock. Messrs. Samuel P. Sporn,
Joel P. Laitman and Christopher Lometti are attorneys with Schoengold. None of
Messrs. Sporn, Laitman or Lometti beneficially own any shares or have individual
power to vote or dispose or direct the disposition of the shares of our Common
Stock owned by Schoengold. Accordingly, Schoengold has sole power to direct the
vote and sole power to dispose or direct the disposition of the shares of our
Common Stock owned by Schoengold. The beneficial ownership of Schoengold also
includes a warrant to purchase 333,333 shares of our Common Stock.
15
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth information concerning beneficial
ownership of Common Stock of the Company outstanding at October 27, 2005 by (i)
each director; (ii) each executive officer of the Company (as identified in the
Summary Compensation table) and (iii) by all directors and executive officers of
the Company as a group. The percentage ownership of each beneficial owner is
based upon 10,630,188 shares of Common Stock issued and outstanding as of
October 27, 2005, plus shares issuable upon exercise of options, warrants or
convertible securities (exercisable within 60 days after said date) that are
held by such person or entity, but not those held by any other person or entity.
The information presented in this table is based upon the most recent filings
with the Commission by such persons or upon information otherwise provided by
such persons to the Company. Unless otherwise indicated, the address for each
beneficial holder is One Commerce Park, Valhalla, NY 10595.
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
Thomas V. Gilboy - -
Edward Ferris 37,500(2) *
Walter F. Schneider 133,500(2) *
Mark A Koch 10,000(2) *
Edgar J. Smith, Jr. 23,050(2) *
Gerald M. Czarnecki 28,750(2) *
James Rischer 6,250(2) *
James R. Henderson 18,750(2)(3) *
Merrill McPeak 11,250(2) *
All Directors and Named Executive Officers 269,050(2) 2.5%
as a group
(9 persons)
- --------------------------------
*Represents less than 1% of the outstanding shares of our Common Stock.
(1) Unless otherwise noted, each director and executive officer has sole voting
and investment power with respect to the shares shown as beneficially owned by
him.
(2) Includes shares of our Common Stock which may be acquired upon the exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 27, 2005 as follows: Edward Ferris - 37,500, Walter F.
Schneider - 133,500, Mark A. Koch - 7,500, James A. Risher - 6,250, Edgar J.
Smith, Jr. - 18,750, Gerald M. Czarnecki - 18,750, Merrill A. McPeak - 6,250 and
James R. Henderson - 18,750.
(3) Mr. Henderson is a Vice President of Steel Partners, Ltd., an entity of
which Warren G. Lichtenstein is an affiliate by virtue of his ownership of Steel
Partners, Ltd. directly and through Steel Partners II, L.P. (collectively, the
"Group"), and Mr. Henderson is also the President and Chief Operating Officer of
WebFinancial. Mr. Henderson disclaims beneficial ownership of the 1,832,162
shares of our Common Stock collectively owned by the Group and the 28,646 shares
of our Common Stock owned by WebFinancial.
16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
The aggregate fees billed by BDO Seidman, LLP for professional services rendered
for the audit of our annual financial statements set forth in our Annual Report
on Form 10-K for the fiscal year ended July 30, 2005 and (ii) the reviews of the
interim financial statements included in our Quarterly Reports on Form 10-Q for
that fiscal year were $250,000. On June 30, 2005, the Company engaged BDO
Seidman,LLP as its principal accountants. The Company filed a Current Report on
Form 8-K on July 7, 2005 describing this change. The aggregate fees billed by
Deloitte & Touche for professional services rendered for the reviews of the
interim financial statements included in our Quarterly Reports on Form 10-Q for
the fiscal year ended July 30, 2005 were $103,000.
The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates (collectively "Deloitte &
Touche") for professional services rendered for (i) the audit of our annual
financial statements set forth in our Annual Report on Form 10-K for the fiscal
year ended July 31, 2004 and (ii) the reviews of the interim financial
statements included in our Quarterly Reports on Form 10-Q for that fiscal year
were $626,603.
AUDIT-RELATED FEES
There were no fees billed by BDO Seidman, LLP for Audit-Related services for the
fiscal year ended July 30, 2005. There were no fees billed by Deloitte & Touche
for Audit-Related services for the fiscal year ended July 31, 2004.
TAX FEES
The aggregate fees billed by BDO Seidman, LLP for tax services for the fiscal
year ended July 30, 2005 were $78,445. The aggregate fees billed by Deloitte &
Touche for tax services for the fiscal year ended July 31, 2004 were $53,141. In
both fiscal years, these fees related to tax planning and consulting work.
ALL OTHER FEES
There were no fees for other professional services rendered during the fiscal
years ended July 30, 2005 or July 31, 2004.
The Audit Committee's policy is to pre-approve services to be performed by the
Company's independent public accountants in the categories of audit services,
audit-related services, tax services and other services. Additionally, the Audit
Committee will consider on a case-by-case basis and, if appropriate, approve
specific engagements that are not otherwise pre-approved.
The Audit Committee has approved all fees and advised us that it has determined
that the non-audit services rendered by BDO Seidman, LLP during our most recent
fiscal year are compatible with maintaining the independence of such auditors.
17
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. FINANCIAL STATEMENTS
Not Applicable
2. FINANCIAL STATEMENT SCHEDULES
Not applicable
(b) EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
2.1 Stock Purchase Agreement (related to the acquisition of
Villa Sistemi Medicali S.p.A.) dated as of December 28,
1999. Filed as Exhibit 2.1 to Del Global Technologies Corp.
Current Report on Form 8-K dated May 4, 2000 and
incorporated herein by reference.
2.2 Asset Purchase Agreement dated as of October 1, 2004 by and
between Spellman High Voltage Electronics Corporation and
Del Global Technologies Corp. Filed as Exhibit 99.01 to Del
Global Technologies Corp. Current Report on Form 8-K filed
October 7, 2004 and incorporated herein by reference.
3.1 Certificate of Incorporation dated October 25, 1954. Filed
as Exhibit to Del Electronics Corp. Registration Statement
on Form S-1 (No. 2-16839) and incorporated herein by
reference.
3.2 Certificate of Amendment of Certificate of Incorporation
dated January 26, 1957. Filed as Exhibit to Del Electronics
Corp. Registration Statement on Form S-1 (No. 2-16839) and
incorporated herein by reference.
3.3 Certificate of Amendment of Certificate of Incorporation
dated July 12, 1960. Filed as Exhibit to Del Electronics
Corp. Registration Statement on Form S-1 (No. 2-16839) and
incorporated herein by reference.
3.4 Certificate of Amendment of Certificate of Incorporation
dated March 18, 1985. Filed as Exhibit 3.5 to Del
Electronics Corp. Form 10-K for the year ended August 2,
1989 and incorporated herein by reference.
3.5 Certificate of Amendment of Certificate of Incorporation
dated January 19, 1989. Filed as Exhibit 4.5 to Del
Electronics Corp. Form S-3 (No. 33-30446) filed August 10,
1989 and incorporated herein by reference.
3.6 Certificate of Amendment of the Certificate of Incorporation
of Del Electronics Corp., dated February 5, 1991. Filed with
Del Electronics Corp. Proxy Statement dated January 22, 1991
and incorporated herein by reference.
3.7 Certificate of Amendment of the Certificate of Incorporation
of Del Electronics Corp. dated February 14, 1996. Filed as
Exhibit 3.6 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended August 1, 1998 and
incorporated herein by reference.
3.8 Certificate of Amendment of Certificate of Incorporation of
Del Global Technologies Corp. dated February 13, 1997. Filed
as Exhibit 3.1 to Quarterly Report on Form 10-Q for the
quarter ended February 1, 1997 and incorporated herein by
reference.
18
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
3.9 Amended and Restated By-Laws of Del Global Technologies
Corp. Filed as Exhibit 3.1 to Current Report on Form 8-K
dated September 5, 2001 and incorporated herein by
reference.
3.10 Amendment No. 1 to the Amended and Restated By-Laws of Del
Global Technologies Corp. dated July 17, 2003. Filed as
Exhibit 3.01 to Current Report on Form 8-K dated July 30,
2003 and incorporated herein by reference.
4.1 INTENTIONALLY OMITTED.
4.2 INTENTIONALLY OMITTED.
4.8 Warrant Certificate of Laurence Hirschhorn. Filed as Exhibit
4.1 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000 and
incorporated herein by reference.
4.9 Warrant Certificate of Steven Anreder. Filed as Exhibit 4.2
to Del Global Technologies Corp. Quarterly Report on Form
10-Q for the quarter ended January 29, 2000 and incorporated
herein by reference.
4.10 Warrant Certificate of UBS Capital S.p.A. dated as of
December 28, 1999. Filed as Exhibit 4 to Del Global
Technologies Corp. Quarterly Report on Form 10-Q for the
quarter ended January 29, 2000 and incorporated herein by
reference.
4.11* Del Global Technologies Corp. Amended and Restated Stock
Option Plan (as adopted effective as of January 1, 1994 and
as amended December 14, 2000). Filed as Exhibit 4.11 to Del
Global Technologies Corp. Annual Report on Form 10-K for the
year ended August 3, 2002 and incorporated herein by
reference.
4.12* Stock Purchase Plan. Filed as Exhibit 4.9 to Del Electronics
Corp. Annual Report on Form 10-K for the year ended July 29,
1989 and incorporated herein by reference.
4.13* Option Agreement, substantially in the form used in
connection with options granted under the Plan. Filed as
Exhibit 4.8 to Del Electronics Corp. Annual Report on Form
10-K for the year ended July 29, 1989 and incorporated
herein by reference.
4.14* Option Agreement dated as of December 28, 1999. Filed as
Exhibit 4.2 to Del Global Technologies Corp. Current Report
on Form 8-K dated May 4, 2000 and incorporated herein by
reference.
4.15 Warrant Agreement substantially in the form used for
1,000,000 warrants issued in connection with the settlement
of the Class Action Lawsuit on January 29, 2002. Filed as
Exhibit 10.12 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended August 3, 2002 and
incorporated herein by reference.
4.16* Amendment No. 1 dated July 17, 2003 to the Del Global
Technologies Corp. Amended and Restated Stock Option Plan
(as adopted effective as of January 1, 1994 and as amended
December 14, 2000). Filed as Exhibit 4.1 to Del Global
Technologies Corp. Quarterly Report on Form 10-Q for the
quarterly period ended November 1, 2003 and incorporated
herein by reference.
4.17* Amendment No. 2 dated July 7, 2005 to the Del Global
Technologies Corp. Amended and Restated Stock Option Plan
(as adopted effective as of January 1, 1994 and as amended
December 14, 2000 and July 17, 2003). Filed as Exhibit 99.01
to Del Global Technologies Corp. Current Report on Form 8-K
dated July 7, 2005 and incorporated herein by reference.
10.1 INTENTIONALLY OMITTED
10.2 INTENTIONALLY OMITTED.
19
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
10.3 INTENTIONALLY OMITTED.
10.4 INTENTIONALLY OMITTED.
10.5 INTENTIONALLY OMITTED.
10.6 INTENTIONALLY OMITTED.
10.7 Lease Agreement dated April 7, 1992 between Messenger Realty
and Del Electronics Corp. Filed as Exhibit 6(a) to Del
Electronics Corp. Quarterly Report on Form 10-Q for the
quarter ended May 2, 1992 and incorporated herein by
reference.
10.8 Lease and Guaranty of Lease dated May 25, 1994 between
Leshow Enterprises and Bertan High Voltage Corp. Filed as
Exhibit 2.5 to Del Electronics Corp. Current Report on Form
8-K dated June 10, 1994 and incorporated herein by
reference.
10.9 Lease dated January 4, 1993 between Curto Reynolds Oelerich
Inc. and Del Medical Imaging Corp. (formerly knows as
Gendex-Del Medical Imaging Corp.). Filed as Exhibit 10.21 to
the Del Global Technologies Corp. Registration Statement on
Form S-2 (No. 333-2991) dated April 30, 1997 and
incorporated herein by reference.
10.10 Loan and Security Agreement dated June 10, 2002, in the
principal amount of $10,000,000, between Del Global
Technologies Corp., Bertan High Voltage Corp., RFI
Corporation and Del Medical Imaging Corp. (Borrowers) and
Transamerica Business Capital Corporation. The Company
agrees to furnish supplementally a copy of any omitted
exhibits or schedules to the SEC upon request. Filed as
Exhibit 99.01 to Del Global Technologies Corp. Current
Report on Form 8-K filed on November 4, 2002 and
incorporated herein by reference.
10.11 Subordinated Promissory Note substantially in the form used
for a total principal amount of $2 million issued in
connection with the settlement of the Class Action Lawsuit
on January 29, 2002. Filed as Exhibit 10.11 to Del Global
Technologies Corp. Annual Report on Form 10-K for the year
ended August 3, 2002 and incorporated herein by reference.
10.12 INTENTIONALLY OMITTED.
10.13* Executive Employment Agreement dated May 1, 2001, by and
between Del Global Technologies Corp. and Samuel E. Park.
Filed as Exhibit 99.1 to Del Global Technologies Corp.
Current Report on Form 8-K filed on August 1, 2001 and
incorporated herein by reference.
10.14* Change of Control Agreement substantially in the form used
by the Company for the current executive officers as named
in Item 11, except for Samuel E. Park (see Exhibit 10.13).
Filed as Exhibit 10.14 to Del Global Technologies Corp.
Annual Report on Form 10-K for the year ended August 3, 2002
and incorporated herein by reference.
10.15 Extension and Modification Agreement (lease agreement) dated
as of July 30, 2002 between Praedium II Valhalla LLC and Del
Global Technologies Corp. Filed as Exhibit 10.15 to Del
Global Technologies Corp. Annual Report on Form 10-K for the
year ended August 3, 2002 and incorporated herein by
reference.
10.16 Grant Decree No. 0213 between the Ministry of Industry,
Trade and Handicrafts and Villa Sistemi Medicali S.p.A.
dated September 6, 1995. Filed as Exhibit 10.16 to Del
Global Technologies Corp. Annual Report on Form 10-K for the
year ended August 3, 2002 and incorporated herein by
reference.
20
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
10.17 Financial Property Lease Contract no. 21136 dated March 30,
2000 between ING Lease (Italia) S.p.A. and Villa Sistemi
Medicali S.p.A. Filed as Exhibit 10.17 to Del Global
Technologies Corp. Annual Report on Form 10-K for the year
ended August 3, 2002 and incorporated herein by reference.
10.18 Declaration of Final Obligation between the Ministry of
Productive Industry and Villa Sistemi Medicali S.p.A. dated
May 6, 2002. Filed as Exhibit 10.18 to Del Global
Technologies Corp. Annual Report on Form 10-K for the year
ended August 3, 2002 and incorporated herein by reference.
10.19 Private Contract between Banca Mediocredito S.p.A and Villa
Sistemi Medicali S.p.A. dated November 4, 1998 in the
principal amount of 3 billion Lire. Filed as Exhibit 10.19
to Del Global Technologies Corp. Annual Report on Form 10-K
for the year ended August 3, 2002 and incorporated herein by
reference.
10.20* Change of Control Agreement as approved by the Board of
Directors on October 24, 2002, substantially in the form
used by its current executive officers (in the case of
Walter F. Schneider, as amended pursuant to Exhibit 10.22
hereof). Filed as Exhibit 10.20 to Del Global Technologies
Corp. Annual Report on Form 10-K for the year ended August
3, 2002 and incorporated herein by reference.
10.21 Waiver and First Amendment to Loan and Security Agreement
dated as of November 1, 2002 among Del Global Technologies
Corp., Bertan High Voltage Corp., RFI Corporation and Del
Medical Imaging Corp. (Borrowers) and Transamerica Business
Capital Corporation. Filed as Exhibit 99.02 to Del Global
Technologies Corp. Current Report on Form 8-K filed on
November 4, 2002 and incorporated herein by reference.
10.22 Second Amendment to the Loan and Security Agreement dated
December 17, 2002 among Del Global Technologies Corp.,
Bertan High Voltage Corp., RFI Corporation and Del Medical
Imaging Corp. (Borrowers) and Transamerica Business Capital
Corporation. Filed as Exhibit 10.1 to Del Global
Technologies Corp. Quarterly Report on Form 10-Q for the
quarter ended November 2, 2002 and incorporated herein by
reference.
10.23 Settlement Agreement and Release dated March 10, 2003 by and
between Del Global Technologies Corp. and its affiliates,
subsidiaries, present and former directors, officers,
agents, accountants, attorneys, stockholders, predecessors
and the agents and attorneys of its present and former
directors, and Leonard A. Trugman and each of his heirs,
administrators, liquidators, executors, successors, and
assigns. Filed as Exhibit 10.22 to Del Global Technologies
Corp. Quarterly Report on Form 10-Q for the quarter ended
February 1, 2003 and incorporated herein by reference.
10.24 Separation Agreement and General Release of Claims dated
April 9, 2003, by and between James M. Tiernan and Del
Global Technologies Corp. Filed as Exhibit 99.01 to Del
Global Technologies Corp. Amendment to Current Report on
Form 8-K/A filed on April 23, 2003 and incorporated herein
by reference.
10.25 Separation Agreement and General Release of Claims dated
April 9, 2003, by and between David Michael, David Michael &
Co., P.C. and Del Global Technologies Corp. Filed as Exhibit
99.02 to Del Global Technologies Corp. Amendment to Current
Report on Form 8-K/A filed on April 23, 2003 and
incorporated herein by reference.
10.26 Form of Indemnification Agreement. Filed as Exhibit 10.22 to
Del Global Technologies Corp. Amendment #1 to Registration
Statement on Form S-1/A, filed on May 1, 2003 and
incorporated herein by reference.
21
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
10.27 Amendment to Executive Employment Agreement dated May 28,
2003 by and between Del Global Technologies Corp. and Samuel
E. Park. Filed as Exhibit 10.23 to Del Global Technologies
Corp. Quarterly Report on Form 10-Q for the quarterly period
ended May 3, 2003 and incorporated herein by reference.
10.28 Amendment dated October 10, 2003 to Change of Control
Agreement for Walter F. Schneider filed as Exhibit 10.28 to
Del Global Technologies Corp. Annual Report on Form 10-K for
the year ended August 2, 2003 and incorporated herein by
reference.
10.29 Waiver and Third Amendment to the Loan and Security
Agreement dated as of October 30, 2003, among Del Global
Technologies Corp., Bertan High Voltage Corp., RFI
Corporation and Del Medical Imaging Corp. (Borrowers) and
Transamerica Business Capital Corporation filed as Exhibit
10.29 to Del Global Technologies Corp. Annual Report on Form
10-K for the year ended August 2, 2003 and incorporated
herein by reference.
10.30 Waiver, Consent and Fourth Amendment to the Loan and
Security Agreement dated as of March 12, 2004, by and among
Del Global Technologies Corp. and General Electric Capital
Corporation, as successor by assignment to Transamerica
Business Corporation. Filed as Exhibit 10.30 to Del Global
Technologies Corp. Quarterly Report on Form 10-Q for the
quarterly period ended January 31, 2004 and incorporated
herein by reference.
10.31* Letter Agreement dated as of February 10, 2003 between Mark
Koch and Del Global Technologies Corp. Filed as Exhibit
99.01 to Del Global Technologies Corp. Current Report on
Form 8-K filed August 27, 2004 and incorporated herein by
reference.
10.32 Non-Competition Agreement dated as of September 8, 2004 by
and between Del Global Technologies Corp. and Walter F.
Schneider. Filed as Exhibit 99.01 to Del Global Technologies
Corp. Current Report on Form 8-K filed September 10, 2004
and incorporated herein by reference.
10.33 Separation Agreement and Release dated as of September 1,
2004 between Del Global Technologies Corp. and Thomas V.
Gilboy. Filed as Exhibit 99.01 to Del Global Technologies
Corp. Current Report on Form 8-K filed September 15, 2004
and incorporated herein by reference.
10.34 Amendment No. 1 dated as of September 15, 2004 to the Letter
Agreement dated February 10, 2003 between Mark Koch and Del
Global Technologies Corp. Filed as Exhibit 99.01 to Del
Global Technologies Corp. Current Report on Form 8-K filed
September 20, 2004 and incorporated herein by reference.
10.35 Loan Agreement dated as of September 23, 2004 between Del
Global Technologies Corp. ("Del Global") and Villa Sistemi
Medicali S.p.A., a subsidiary of Del Global. Filed as
Exhibit 99.01 to Del Global Technologies Corp. Current
Report on Form 8-K filed September 28, 2004 and incorporated
herein by reference.
10.36 Waiver, Consent and Fifth Amendment to the Loan and Security
Agreement dated as of September 23, 2004, by and among Del
Global Technologies Corp., Bertan High Voltage Corp., RFI
Corporation and Del Medical Imaging Corp. (Borrowers) and
General Electric Capital Corporation, as successor by
assignment to Transamerica Business Capital Corporation.
Filed as Exhibit 99.02 to Del Global Technologies Corp.
Current Report on Form 8-K filed September 28, 2004 and
incorporated herein by reference.
22
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
10.37 Settlement Agreement dated as of September 30, 2004, by and
among the United States of America, on behalf of the
Department of Defense, acting through the United States
Attorney's Office for the Eastern District of New York, Del
Global Technologies Corp. and RFI Corporation. Current
Report on Form 8-K filed October 5, 2004 and incorporated
herein by reference.
10.38 Assignment, Assumption and Amendment of Lease dated as of
October 1, 2004 among DP 16, LLC, Del Global Technologies
Corp. and Spellman High Voltage Electronics Corporation.
Filed as Exhibit 99.02 to Del Global Technologies Corp.
Current Report on Form 8-K filed October 7, 2004 and
incorporated herein by reference.
10.39 First Amendment to Villa Loan Agreement dated October 22,
2004 between Del Global Technologies Corp and Villa Sistemi
Medicali, S.p.A filed as Exhibit 99.01 to Del Global
Technologies Corp. Current Report on Form 8-K filed October
26, 2004 and incorporated herein by reference.
10.40 Sixth Amendment to the Loan and Security Agreement dated as
of October 25, 2004 by and among Del Global Technologies
Corp, Bertan High Voltage Corp, RFI Corporation and Del
Medical Imaging Corp (Borrowers) and General Electric
Capital Corporation as successor to Transamerica Business
Capital Corporation filed as Exhibit 99.02 to Del Global
Technologies Corp. Current Report on Form 8-K filed October
26, 2004 and incorporated herein by reference.
10.41 Consent and Seventh Amendment to the Loan and Security
Agreement dated as of February 2, 2005, among Del Global
Technologies Corp., Bertan High Voltage Corp., RFI
Corporation and Del Medical Imaging Corp. (Borrowers) and GE
Business Capital Corporation F/K/A Transamerica Business
Capital Corporation filed as Exhibit 99.1 to Del Global
Technologies Corp. Current Report on Form 8-K filed February
7, 2005 and incorporated herein by reference.
23.1*** Consent of Deloitte & Touche LLP.
23.1*** Consent of BDO Seidman LLP.
31.1*** Certification of Chief Executive Officer, Walter F.
Schneider, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 filed as Exhibit 31.1 to Del Global Technologies
Corp. Annual Report on Form 10-K for the year ended July 31,
2004 and incorporated herein by reference.
31.2*** Certification of Principal Accounting Officer, Mark Koch,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
filed as Exhibit 31.2 to Del Global Technologies Corp.
Annual Report on Form 10-K for the year ended July 31, 2004
and incorporated herein by reference.
31.3** Certification of Chief Executive Officer, Walter F.
Schneider, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.4** Certification of Principal Accounting Officer, Mark Koch,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*** Certification of the Chief Executive Officer, Walter F.
Schneider, pursuant to 18 USC. Section 1350 adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 filed as
Exhibit 32.1 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended July 31, 2004 and
incorporated herein by reference.
32.2*** Certification of the Principal Accounting Officer, Mark
Koch, pursuant to 18 U.S.C. Section 1350 adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 filed as
Exhibit 32.2 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended July 31, 2004 and
incorporated herein by reference.
23
- ------------
* Represents a management contract or compensatory plan or arrangement.
** Filed herewith.
*** Included in the Company's Annual Report on Form 10-K for the fiscal year
ended July 30, 2005, which is being amended hereby.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DEL GLOBAL TECHNOLOGIES CORP.
November 23, 2005 By: /s/ Walter F. Schneider
-------------------------------------
Walter F. Schneider
President and Chief Executive Officer
November 23, 2005 By: /S/ Mark A. Koch
-------------------------------------
Mark A. Koch
Principal Accounting Officer
25
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/S/ JAMES R. HENDERSON
- -------------------------- Director -- Chairman November 23, 2005
James R. Henderson
/S/ WALTER F. SCHNEIDER Director - President and Chief Executive November 23, 2005
- -------------------------- Officer
Walter F. Schneider
/S/ GERALD M. CZARNECKI Director November 23, 2005
- --------------------------
Gerald M. Czarnecki
/S/ MERRILL A. MCPEAK Director November 23, 2005
- --------------------------
Merrill A. McPeak
/S/ JAMES A. RISHER Director November 23, 2005
- --------------------------
James A. Risher
/S/ EDGAR J. SMITH, JR. Director November 23, 2005
- --------------------------
Edgar J. Smith, Jr.
