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) July 18, 2006
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DEL GLOBAL TECHNOLOGIES CORP.
(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 OF A MATERIAL DEFINITIVE AGREEMENT.
On July 24, 2006, the registrant entered into a separation agreement
and general release (the "Separation Agreement") with Walter F. Schneider, the
former President and Chief Executive Officer of the registrant. The Separation
Agreement, which is attached hereto as EXHIBIT 99.01 and incorporated herein by
reference, provides for a payment of one (1) year's base salary payable pro-rata
over 12 months by the registrant to Mr. Schneider; provided, however, that in
the event the registrant sells any of its assets for cash and such sale results
in net cash proceeds to the registrant of at least $5.0 million, then the
registrant shall pay to Mr. Schneider any balance outstanding of the severance
payment within ten (10) days after receipt by the registrant of such net cash
proceeds from such asset sale. Mr. Schneider agreed to release and discharge the
registrant, as more fully described in the Separation Agreement. This summary of
the Separation 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.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The Separation Agreement supersedes the Severance Benefits Agreement,
dated May 23, 2005, between the registrant and Mr. Schneider (the "Severance
Benefits Agreement"), except that the terms and conditions of Article IV of the
Severance Benefits Agreement survive and remain in full force and effect.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On July 18, 2006, Walter F. Schneider, age 71, voluntarily resigned as
President and Chief Executive Officer of the registrant as well as a director of
the registrant effective July 21, 2006. The Board of Directors of the registrant
has appointed James A. Risher, age 63 and a current director of the registrant,
as interim Chief Executive Officer effective July 22, 2006.
Mr. Risher has been a member of the registrant'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 SL Industries, Inc., a manufacturer
and marketer of power and data quality systems and equipment for individual,
medical, aerospace and consumer applications, since May 2003 and a director of
New Century Equity Holdings Corp., a holding company seeking to acquire a new
business, since October 2004.
Mr. Risher does not have any family relationships with any of the
directors, executive officers, or any people nominated or chosen by the
registrant to become a director or executive officer.
Except as described below, Mr. Risher is not a party to any
transactions listed in Reg. S-K Item 404(a).
Lumina Group LLC, a company owned by Mr. Risher, and the registrant are
party to a consulting agreement, dated as of June 14, 2006, which is attached
hereto as EXHIBIT 99.02 and incorporated herein by reference and which agreement
provides that Lumina Group will provide certain consulting services to the
Company for a fee of $20,000 per month. The consulting agreement has a term of
90 days and provides that Lumnina Group shall assign Mr. Risher to this
consulting engagement. This summary of the consulting 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
99.01 Separation Agreement and General Releases dated as of July 24, 2006.
99.02 Consulting Agreement, dated as of June 14, 2006, between the
Company and Lumina Group LLC.
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: July 24, 2006
By: /s/ Mark A. Koch
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Mark A. Koch
Principal Accounting Officer
EXHIBIT INDEX
Exhibit No. Description
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99.01 Separation Agreement and General
Releases dated as of July 24, 2006
99.02 Consulting Agreement, dated as of June
14, 2006, between the Company and
Lumina Group LLC
