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): June 27, 2007
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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.)
11550 West King Street, Franklin Park, IL 60131
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (847) 288-7000
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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 June 27, 2007, the Del Global Technologies Corp. (the "Registrant") and
Continental Stock Transfer & Trust Company ("Continental") entered into a
Joinder Agreement, pursuant to which Continental was appointed to act as both
(a) the Registrant's Warrant Agent, as such term is defined in that certain
Warrant Agreement, dated as of March 23, 2002 (the "Warrant Agreement") between
the Registrant and Mellon Investor Services LLC ("Mellon") and (b) the
Registrant's Rights Agent, as such term is defined in that certain Rights
Agreement, dated as of January 22, 2007 (the "Rights Agreement") between the
Registrant and Mellon. Continental's appointment as Warrant Agent and Rights
Agent shall be effective as of July 27, 2007, and effective as of that same
date, Mellon shall cease to act as the Company's agent in these capacities.
Under the terms of the Joinder Agreement, Continental is (a) joined as a
party to the Warrant Agreement as the Warrant Agent, to become vested with the
rights, powers, duties, and responsibilities of the Warrant Agent as if
originally named as Warrant Agent, to act on behalf of the Registrant in
accordance with the instructions set forth in the Warrant Agreement and (b)
joined as a party to the Rights Agreement as the Rights Agent, to become vested
with the rights, powers, duties, and responsibilities of the Rights Agent as if
originally named as Rights Agent, to act as rights agent for the Registrant in
accordance with the terms and conditions set forth in the Rights Agreement.
Other than the appointment of Continental as the Warrant Agent and Rights Agent
of the Registrant, the remaining terms of Warrant Agreement and Rights Agreement
remain unchanged. The Joinder Agreement is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Notices of Continental's appointment as Warrant Agent and Rights Agent
were sent to the Warrant holders and Rights holders on June 27, 2007, and are
attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein
by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
4.1 Joinder Agreement, dated June 27, 2007, between Del Global
Technologies Corp. and Continental Stock Transfer & Trust
Company.
99.1 Form of Notice, dated June 27, 2007, sent to Warrant Holders
99.2 Form of Notice, dated June 27, 2007, sent to Rights Holders
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: June 27, 2007
By: /s/ Mark A Zorko
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Name: Mark A. Zorko
Title: Chief Financial Officer and
Secretary
EXHIBIT INDEX
Exhibit No. Description
4.1 Joinder Agreement, dated June 27, 2007, between Del
Global Technologies Corp. and Continental Stock Transfer
& Trust Company.
99.1 Form of Notice, dated June 27, 2007, sent to Warrant
Holders
99.2 Form of Notice, dated June 27, 2007, sent to Rights
Holders
