Item 1.01. | Entry into a Material Definitive Agreement. |
On October 15, 2009, Del Global Technologies Corp. (the “Company”) entered into a management services agreement with SP Corporate Services, LLC (“SP Corporate Services”), effective as of September 1, 2009 (the “Agreement”). Pursuant to the Agreement, SP Corporate Services will provide the Company with the services of John J. Quicke as the Company’s Chief Executive Officer. Mr. Quicke has been serving as the Company’s President and Chief Executive Officer since his appointment to such position on August 28, 2009. Such appointment was previously disclosed in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2009.
Pursuant to the Agreement, the Company will pay SP Corporate Services $30,000 per month as consideration for Mr. Quicke’s services. Additionally, the Company will reimburse SP Corporate Services and Mr. Quicke for certain expenses, including but not limited to reasonable and necessary business expenses incurred on behalf of the Company. The Agreement will terminate immediately upon the earlier of (i) appropriate written notice given by either party, or (ii) the death of Mr. Quicke.
SP Corporate Services is an affiliate of Steel Partners LLC (“Steel Partners”). Mr. Quicke is a Managing Director and operating partner of Steel Partners. Steel Partners is the manager of Steel Partners II, L.P., which reported in a Schedule 13D with respect to its investment in the Company, originally filed with the SEC on September 26, 2002 and subsequently amended, most recently on September 8, 2009, that it owns approximately 13.8% of the Company’s outstanding common stock.
The Agreement was unanimously approved by the Company’s disinterested directors, and SP Corporate Services will be subject to the supervision and control of the Company’s disinterested directors while performing its obligations under the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information contained in Item 1.01 is incorporated by reference into this Item 5.02.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description |
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10.1 | Management Services Agreement, dated as of September 1, 2009, by and between Del Global Technologies Corp. and SP Corporate Services, 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. |
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Dated: October 15, 2009 | By: | |
| Name: | Mark Zorko |
| Title: | Chief Financial Officer |