UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 22, 2005
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Del Global Technologies Corp.
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(Exact Name of Registrant as Specified in Charter)
New York 000-03319 13-1784308
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
One Commerce Park, Valhalla, New York 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 22, 2005, the registrant entered into a Stock Purchase
Agreement with Giuseppe Carmelo Ammendola, Emilio Bruschi, Roberto Daglio and
Luigi Emmanuele, pursuant to which the registrant agreed to acquire 1,300,000
shares of Villa Sistemi Medicali S.p.A., representing the 20% of Villa Sistemi
Medicali S.p.A. the registrant does not already own. As consideration for these
1,300,000 shares of Villa Sistemi Medicali S.p.A., the registrant shall pay
Giuseppe Carmelo Ammendola, Emilio Bruschi, Roberto Daglio and Luigi Emmanuele
an aggregate of $2,950,000 in cash and issue them an aggregate of 904,762 shares
of common stock. Each of Giuseppe Carmelo Ammendola, Emilio Bruschi, Roberto
Daglio and Luigi Emmanuele is an employee of Villa Sistemi Medicali S.p.A.
A copy of the Stock Purchase Agreement is filed as EXHIBIT 10.1 to this
report and its contents are incorporated herein by reference. The foregoing
description of the terms and conditions of the Stock Purchase Agreement is only
a summary of some of the material provisions of such agreement and does not
purport to be complete and does not restate such agreement in its entirety.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 23, 2005, the registrant consummated a Stock Purchase Agreement
with Giuseppe Carmelo Ammendola, Emilio Bruschi, Roberto Daglio and Luigi
Emmanuele, pursuant to which the registrant acquired 1,300,000 shares of Villa
Sistemi Medicali S.p.A., representing the 20% of Villa Sistemi Medicali S.p.A.
the registrant did not already own. As consideration for these 1,300,000 shares
of Villa Sistemi Medicali S.p.A., the registrant paid Giuseppe Carmelo
Ammendola, Emilio Bruschi, Roberto Daglio and Luigi Emmanuele an aggregate of
$2,950,000 in cash and issued them an aggregate of 904,762 shares of common
stock. Each of Giuseppe Carmelo Ammendola, Emilio Bruschi, Roberto Daglio and
Luigi Emmanuele is an employee of Villa Sistemi Medicali S.p.A.
A copy of the Stock Purchase Agreement is filed as EXHIBIT 10.1 to this
report and its contents are incorporated herein by reference. The foregoing
description of the terms and conditions of the Stock Purchase Agreement is only
a summary of some of the material provisions of such agreement and does not
purport to be complete and does not restate such agreement in its entirety.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On December 23, 2005, the registrant issued an aggregate of 904,762 shares
of its common stock to Giuseppe Carmelo Ammendola, Emilio Bruschi, Roberto
Daglio and Luigi Emmanuele as partial consideration for 1,300,000 shares of
Villa Sistemi Medicali S.p.A. The registrant's shares of common stock were
offered and sold in reliance on exemptions from registration pursuant to Section
4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated
thereunder, based on the nature of the investors and certain representations
made by the investors to the registrant.
ITEM 8.01 OTHER EVENTS.
On December 27, 2005, the registrant issued a press release announcing its
acquisition of the remaining 20% of the capital stock of Villa Sistemi Medicali
S.p.A. that the registrant did not already own in exchange for $2,950,000 in
cash and 904,762 shares of the registrant's common stock. For additional
information, reference is made to the press release attached hereto as EXHIBIT
99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The registrant will file
the financial statements required by this item in regards to the matters in Item
2.01 of this Form 8-K not later than 71 calendar days after this initial report
on Form 8-K is required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION. The registrant will file the pro forma
financial information statements required by this item in regards to the matters
in Item 2.01 of this Form 8-K not later than 71 calendar days after this initial
report on Form 8-K is required to be filed.
(d) EXHIBITS.
10.1 Stock Purchase Agreement, made and entered into as of December
22, 2005, by and among, Del Global Technologies Corp., Mr.
Giuseppe Carmelo Ammendola, Emilio Bruschi, Mr. Roberto Daglio
and Mr. Luigi Emmanuele
99.1 Press Release dated December 27, 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.
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(Registrant)
Date: December 28, 2005 By: /s/ Mark A. Koch
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Name: Mark A. Koch
Title: Principal Accounting Officer
and Treasurer
