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) September 7, 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 September 7, 2006, the registrant entered into a separation
agreement and general release (the "Separation Agreement") with Mark A. Koch,
the Principal Accounting Officer of the registrant. The Separation Agreement,
which is attached hereto as EXHIBIT 99.01 and incorporated herein by reference,
provides that Mr. Koch's last day of employment with the registrant will be the
first business day following the filing by the registrant with the SEC of its
Annual Report on Form 10-K for the fiscal year ending July 29, 2006 but in no
event later than November 30, 2006 unless mutually agreed in writing between the
parties (the "Termination Date"). The Separation Agreement also provides for a
payment of one (1) year's base salary payable pro-rata over 12 months by the
registrant to Mr. Koch commencing with the first pay day following the
Termination Date; provided, however, that in the event the registrant sells any
of its assets or the assets of any of its U.S. subsidiaries 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. Koch 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. Koch 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. Koch (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 September 7, 2006, Mark A. Koch, age 48, voluntarily resigned as
Principal Accounting Officer and Treasurer of the registrant effective the first
business day following the filing by the registrant with the SEC of its Annual
Report on Form 10-K for the fiscal year ending July 29, 2006 but in no event
later than November 30, 2006 unless mutually agreed in writing between Mr. Koch
and the registrant.
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
September 7, 2006.
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: September 7, 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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99.01 Separation Agreement and General
Releases dated as of September 7,
2006
