SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
DEL GLOBAL TECHNOLOGIES CORP.
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(Name of Registrant as Specified in Its Charter)
STEEL PARTNERS II, L.P.
WARREN G. LICHTENSTEIN
WEBFINANCIAL CORPORATION
HENRY PARTNERS, L.P.
MATTHEW PARTNERS, L.P.
HENRY INVESTMENT TRUST, L.P.
CANINE PARTNERS, L.L.C.
DAVID W. WRIGHT
GERALD M. CZARNECKI
SUZANNE M. HOPGOOD
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not applicable
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Not applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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Steel Partners II, L.P. ("Steel") is filing materials contained in
this Schedule 14A with the Securities and Exchange Commission in connection with
a possible solicitation of proxies in support of the election of the nominees of
Steel to the Board of Directors of Del Global Technologies Corp. (the "Company")
at the 2003 annual meeting of the stockholders of the Company scheduled to be
held on May 14, 2003, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting").
Item 1: On March 31, 2003, Steel issued the following press release
announcing that it has nominated David W. Wright, Gerald M. Czarnecki and
Suzanne M. Hopgood for election to the Company's Board of Directors at the
Annual Meeting:
PRESS RELEASE Source: Innisfree M&A Inc.
DEL GLOBAL TECHNOLOGIES CORP. SHAREHOLDERS TO SEEK BOARD
REPRESENTATION AT MAY 14TH ANNUAL MEETING
NEW YORK--(BUSINESS WIRE)--March 31, 2003--A group of Del Global
Technologies Corp. (Pink Sheets: DGTC.PK - News) shareholders today announced
that they have nominated a slate of three candidates for election to the Del
Global Board of Directors at the Company's annual meeting of shareholders
scheduled for May 14, 2003. The group includes Steel Partners II, L.P., an
investment partnership controlled by Warren Lichtenstein, and private investment
partnerships managed by investor David W. Wright. In addition to Mr. Wright, the
group will solicit proxies for the election of venture capitalist and nationally
recognized corporate governance consultant Gerald M. Czarnecki, and nationally
recognized corporate governance expert Suzanne M. Hopgood, President of The
Hopgood Group, LLC and former President, CEO and a director of Houlihan's
Restaurant Group, Inc. Ms. Hopgood has extensive experience in corporate
workouts, turnarounds and restructurings. Mr. Wright commented, "We believe
these nominees meet the high standards that Del Global's shareholders must
demand."
Members of the group currently own in the aggregate 1,234,862
shares, or 11.9% of the outstanding shares of Del Global common stock. As
significant shareholders, the group had approached the Company privately with
its nominations and was turned away. The current directors of Del Global neither
contacted nor interviewed any of the group's nominees. Subsequently, Del
Global's CEO offered a seat on the Board to Mr. Wright only. Mr. Wright declined
the offer as he believes that it would not result in significant change or
address any concerns with respect to corporate governance issues.
Mr. Wright commented, "the Company's corporate governance compass
seems to be broken. Current management has escaped assessment by the true owners
of the Company, the shareholders, for far too long. In fact, Del Global's last
shareholders meeting was held over three years ago." Noting that the current
Board must be called to account for the Company's dismal operating results and
poor corporate governance record, Mr. Wright stated that a board of directors
dedicated to real shareholder democracy and responsible governance is needed if
the market is ever going to reflect the true value of Del Global's businesses.
"We are offering the Del Global shareholders the opportunity to elect that very
board at the May 14th Annual Meeting." he concluded.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Steel Partners II, L.P. ("Steel") intends to make a preliminary
filing with the SEC of proxy materials to be used to solicit votes for the
election of its nominees at the annual meeting of shareholders of Del Global
Technologies Corp. (the "Company") scheduled for May 14, 2003.
STEEL STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN ANY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE NUMBER: 888-750-5834.
The participants in the anticipated proxy solicitation are Steel,
WebFinancial Corporation ("WebFinancial"), Warren G. Lichtenstein, Henry
Partners, L.P. ("Henry Partners"), Matthew Partners, L.P. ("Matthew Partners"),
Henry Investment Trust, L.P. ("HIT"), Canine Partners, L.L.C. ("Canine"), David
W. Wright, Gerald M. Czarnecki and Suzanne M. Hopgood.
Steel is the beneficial owner of 903,216 shares of Common Stock of
the Company. As the sole executive officer and managing member of the general
partner of Steel, Warren G. Lichtenstein may be deemed to beneficially own the
shares of Common Stock of the Company owned by Steel.
WebFinancial is the beneficial owner of 28,646 shares of Common
Stock of the Company. Mr. Lichtenstein is the President, Chief Executive Officer
and a director of WebFinancial. Mr. Lichtenstein disclaims beneficial ownership
of the shares of Common Stock of the Company owned by WebFinancial.
Henry Partners is the beneficial owner of 233,000 shares of Common
Stock of the Company. Matthew Partners is the beneficial owner of 114,298 shares
of Common Stock of the Company (including 52,298 shares issuable upon the
exercise of warrants, at a price of $2.00 per share, exercisable in full upon
the effectiveness of a registration statement on Form S-1 (SEC File No.
333-103148) filed by the Company covering the shares underlying the warrants).
HIT, as the general partner of each of Henry Partners and Matthew
Partners, may be deemed to beneficially own the 233,000 shares owned by Henry
Partners and the 114,298 shares owned by Matthew Partners.
Canine, as the general partner of HIT, which in turn is the general
partner of each of Henry Partners and Matthew Partners, may be deemed to
beneficially own the 233,000 shares owned by Henry Partners and the 114,298
shares owned by Matthew Partners.
Mr. Wright, as the President of Canine, the general partner of HIT,
which in turn is the general partner of each of Henry Partners and Matthew
Partners, may be deemed to beneficially own the 233,000 shares owned by Henry
Partners and the 114,298 shares owned by Matthew Partners. In addition, Mr.
Wright owns directly 8,000 shares of Common Stock of the Company.
Additional information regarding Steel, WebFinancial, Warren G.
Lichtenstein, Henry Partners, Matthew Partners, HIT, Canine, David W. Wright,
Gerald M. Czarnecki and Suzanne M. Hopgood is included in their Schedule 13D, as
amended, jointly filed with the SEC on March 27, 2003.
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Contact:
Innisfree M&A Inc.
Michael Brinn, 212/750-8253
