UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) December 19, 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 December 19, 2005, the Board of Directors of Del Global Technologies
Corp. (the "Company") formally adopted the Fiscal 2006 Senior Management
Incentive Plan (the "2006 Plan") to provide incentives to senior management of
the Company and its subsidiaries, including certain of the Company's executive
officers, in the form of incentive payments for achieving certain performance
goals established for them. Participants in the 2006 Plan who are executive
officers of the Company include Walter F. Schneider, President and Chief
Executive Officer of the Company, Mark A. Koch, Principal Accounting Officer,
Treasuer and Secretary of the Company, and Christopher N. Japp, President of the
Company's Medical Systems Group. No other executive officers of the Company
participate in the 2006 Plan.
Under the 2006 Plan, a specific pre-defined revenue goal (the "Incentive
Plan Goal") and individual performance standards must be attained in order for
participants to qualify for incentive payments. The amount of a participant's
payout under the 2006 Plan is determined as a percentage of the participant's
annual base salary (the "Incentive Percentage"), with the Incentive Percentage
being different depending upon the participant's level within the organization.
Incentive Percentages for participants under the 2006 Plan range from 10% to 40%
of the participant's annual base salary. The amount of a participant's payment
under the 2006 Plan is subject to proportional adjustment in the event actual
results are at least 90% of the Incentive Plan Goal, and in the event that
actual results exceed the Incentive Plan Goal (with a maximum payment of 1.5
times an employee's Incentive Percentage). If the actual results are less than
90% of the Incentive Plan Goal, then no payments will be made under the 2006
Plan.
The maximum Incentive Percentage that may be earned by Mr. Schneider under
the 2006 Plan is 60%, and the corresponding maximum incentive payment under the
2006 Plan for Mr. Schneider is $180,000. The maximum Incentive Percentage that
may be earned by Mr. Koch under the 2006 Plan is 30%, and the corresponding
maximum incentive payment under the 2006 Plan for Mr. Koch is $49,500. The
maximum Incentive Percentage that may be earned by Mr. Japp under the 2006 Plan
is 60%, and the corresponding maximum incentive payment under the 2006 Plan for
Mr. Japp is $135,000.
On December 19, 2005, the Board of Directors of the Company approved an
Incremental Executive Incentive Plan (the "Incremental Plan") for Mr. Schneider
for the 2006 fiscal year. Under the Incremental Plan, Mr. Schneider will be paid
$20,000 for each $2 million of gross revenue that the Company recognizes in the
2006 fiscal year over a certain revenue budget goal set for the year. The
maximum payment to Mr. Schneider under the Incremental Plan is $120,000.
Eligibility to receive such payments is contingent upon the Company maintaining
or exceeding a certain consolidated gross margin target throughout the 2006
fiscal year.
On December 19, 2005, the Board of Directors of the Company approved
fiscal 2005 awards to be paid to the executive officers of the Company under the
Company's Fiscal 2005 Senior Management Incentive Plan (the "2005 Plan").
The Company's 2005 Plan is intended to provide incentives to members of
senior management, including the Company's executive officers, in the form of
annual incentive payments for achieving certain performance goals established
for them. Participants in the 2005 Plan who are executive officers of the
Company include Messrs. Schneider and Koch. No other executive officers of the
Company participated in the 2005 Plan.
Under the 2005 Plan, a specific pre-defined revenue goal (the "Incentive
Plan Goal") and individual performance standards must be attained in order for
participants to qualify for incentive payments. The amount of a participant's
payout under the 2005 Plan is determined as a percentage of the participant's
annual base salary (the "Incentive Percentage"), with the Incentive Percentage
being different depending upon the participant's level within the organization.
Incentive Percentages for participants under the 2005 Plan range from 10% to 40%
of the participant's annual base salary. The amount of a participant's payment
under the 2005 Plan is subject to proportional adjustment in the event actual
results are less than the Incentive Plan Goal, and in the event that actual
results exceed the Incentive Plan Goal (with a maximum payment of 1.5 times an
employee's Incentive Percentage). The Incentive Percentage for Mr. Schneider
under the 2005 Plan is 40% and was proportionally adjusted to 32% based on the
Company's actual results in comparison to the Incentive Plan Goal. Mr. Koch's
Incentive Percentage under the 2005 Plan is 20% and was proportionally adjusted
to 16% based on the Company's actual results in comparison to the Incentive Plan
Goal.
Incentive payments awarded to the executive officers of the Company under
the 2005 Plan are as follows:
NAME TITLE INCENTIVE AMOUNT
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Walter F. Schneider President and Chief Executive $ 96,000
Officer
Mark A. Koch Principal Accounting Officer, $ 26,400
Treasurer and Secretary
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: December 22, 2005
By: /s/ Mark A. Koch
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Mark A. Koch
Principal Accounting Officer and
Treasurer
