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 27, 2006
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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 OF A MATERIAL DEFINITIVE AGREEMENT.
On August 31, 2006, in connection with the appointment of James A. Risher
as full-time Chief Executive Officer ("CEO") and President of Del Global
Technologies Corp., a New York corporation (the "Company"), the Company entered
into an employment letter (the "Risher Letter") with Mr. Risher, which sets
forth terms and provisions governing Mr. Risher's employment as CEO and
President of the Company. A copy of the Risher Letter is attached hereto as
EXHIBIT 99.1 and is incorporated herein by reference. Mr. Risher had been
serving as the Interim CEO of the Company since July 22, 2006. The following
summary of the Risher Letter does not purport to be complete and is subject to
and qualified in its entirety by reference to the actual text of such letter.
The Risher Letter provides for an annual salary of $300,000. In connection
with his employment, Mr. Risher received an option grant to purchase 120,000
shares of the Company's common stock, $.10 par value, pursuant to and in
accordance with the Company's Amended and Restated Stock Option Plan. Such stock
options shall vest and become exercisable as to one-half of such shares on the
first anniversary of the date of the grant and as to an additional 25% of such
shares on the second and third anniversaries of the date of the grant,
respectively. Mr. Risher will be provided with a living allowance of $6200 per
month and will be eligible for three weeks of paid vacation per year. In
addition, Mr. Risher will be eligible to receive an annual bonus with a target
of 60% of his annual base salary based upon achieving the Company's annual
budget and attaining specific objectives assigned by the Board of Directors of
the Company. The Risher Letter also provides that the consulting agreement
between the Company and Lumina Group, LLC shall terminate as of the effective
date of the Risher Letter.
On August 30, 2006, in connection with the appointment of Mark Zorko as the
Chief Financial Officer ("CFO") of the Company, the Company entered into an
employment letter (the "Zorko Letter") with Mr. Zorko, which sets forth terms
and provisions governing Mr. Zorko's employment as CFO of the Company. A copy of
the Zorko Letter is attached hereto as EXHIBIT 99.2 and is incorporated herein
by reference. The following summary of the Zorko Letter does not purport to be
complete and is subject to and qualified in its entirety by reference to the
actual text of such letter.
The Zorko Letter provides for an annual salary of $233,000. In connection
with his employment, Mr. Zorko received an option grant to purchase 60,000
shares of the Company's common stock, $.10 par value, pursuant to and in
accordance with the Company's Amended and Restated Stock Option Plan. Mr. Zorko
will be provided with an automobile allowance of $575 per month and will be
eligible for three weeks of paid vacation per year. In addition, Mr. Zorko will
be eligible to receive an annual bonus with a target of 45% of his annual base
salary based upon achieving the Company's annual budget and attaining specific
objectives assigned by the CEO of the Company.
On August 27, 2006, the Company entered into a Full-Time Permanent
Engagement Resources Agreement with Tatum, LLC (the "Resources Agreement")
regarding the Company's employment of Mr. Zorko as CFO. A copy of the Resources
Agreemeent is attached hereto as EXHIBIT 99.3 and is incorporated herein by
reference. Pursuant to the Resources Agreement, as compensation for resources
provided to the Company, the Company will pay Tatum, LLC (i) $58,250 plus (ii)
25% of any bonus paid to Mr. Zorko for work performed during the first year of
his employment and (iii) $1,000 per month during the term of the Resources
Agreement. The Resources Agreement will terminate upon the effective date of
termination of Mr. Zorko's employment with the Company.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
As of August 31, 2006, the consulting agreement between the Company and
Lumina Group, LLC, a company owned by Mr. Risher, dated as of June 14, 2006 (the
"Consulting Agreement") has been terminated. Pursuant to the terms of the
Consulting Agreement, Lumina Group, LLC had been providing certain consulting
services to the Company for a fee of $20,000 per month.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Board of Directors of the Company has appointed James A. Risher, age 63
and a current director of the Company, as CEO and President of the Company
effective August 31, 2006. A summary description of the material terms of Mr.
Risher's letter agreement are discussed in Item 1.01 above and are incorporated
herein by reference.
Mr. Risher has been serving as Interim CEO of the Company since July 22,
2006 and 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 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).
As of August 31, 2006, the consulting agreement between the Company and
Lumina Group, LLC, a company owned by Mr. Risher, has been terminated.
The Board of Directors of the Company has appointed Mark Zorko, age 54, as
CFO of the Company effective August 30, 2006. A summary description of the
material terms of Mr. Zorko's letter agreement are discussed in Item 1.01 above
and are incorporated herein by reference.
Since 2000, Mr. Zorko has been a CFO Partner at Tatum CFO Partners, LLP, a
professional services firm where he has held financial leadership positions with
public and private client companies. From 1996 to 1999, Mr. Zorko was Chief
Financial Officer and Chief Information Officer for Network Services Co., a
privately held distribution company. Mr. Zorko's prior experience includes Vice
President, Chief Financial Officer and Secretary of Comptronix Corporation, a
publicly held electronic systems manufacturing company, corporate controller for
Zenith Data Systems Corporation, a privately held computer manufacturing and
retail electronics company, and finance manager positions with Honeywell, Inc.
Mr. Zorko was a senior staff consultant with Arthur Andersen & Co. Mr. Zorko
served in the Marine Corps. from 1970 to 1973. Mr. Zorko has served as a
director of Guardian Technologies International, Inc. since November 2005. Mr.
Zorko is a board advisor to Medspeed, Inc., a privately held medical
transportation logistics company. Mr. Zorko earned a BS degree in Accounting
from Ohio State University, an MBA from the University of Minnesota, and
completed the FEI's Chief Financial Officer program at Harvard University. Mr.
Zorko is a certified public accountant and a member of the National Association
of Corporate Directors.
Mr. Zorko 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. Zorko is not a party to any transactions
listed in Reg. S-K Item 404(a).
The Company and Tatum, LLC, of which Mark Zarko is a partner, are parties
to the Resources Agreement defined and described in Item 1.01 above. A summary
description of the material terms of the Resources Agreement is discussed in
Item 1.01 above and is incorporated herein 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) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
99.1 Employment Letter dated as of August 31, 2006 between Del
Global Technologies Corp. and James A. Risher.
99.2 Employment Letter dated as of August 30, 2006 between Del
Global Technologies Corp. and Mark Zorko.
99.3 Resources Agreement dated as of August 27, 2006 by and between
Del Global Technologies Corp. and Tatum, 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: August 31, 2006
By: /s/ James A. Risher
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James A. Risher
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Employment Letter dated as of August
31, 2006 between Del Global
Technologies Corp. and James A. Risher
99.2 Employment Letter dated as of August
30, 2006 between Del Global
Technologies Corp. and Mark Zorko
99.3 Resources Agreement dated as of August
27, 2006 by and between Del Global
Technologies Corp. and Tatum, LLC.
