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
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/ / Fee paid previously with preliminary materials:
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/ / 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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2
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 April 9, 2003, Steel issued the following press release
announcing that it has filed suit against the Company in the Supreme Court of
the State of New York seeking to compel the Company to produce the records,
documents and information related to the Company's shareholders that Steel is
entitled to in connection with its nomination of three candidates for election
at the Annual Meeting:
PRESS RELEASE
STEEL PARTNERS II, L.P. FILES SUIT AGAINST DEL GLOBAL TECHNOLOGIES CORP.,
SEEK INFORMATION VITAL TO PROXY SOLICITATION
NEW YORK, NY - April 9, 2003 - Steel Partners II, L.P., member of a
group of Del Global Technologies Corp. (Pink Sheets: DGTC.PK) shareholders
seeking representation on the Del Global Board, today announced that it has
filed suit against the Company in the Supreme Court of the State of New York.
The litigation is intended to force Del Global to comply with Section 624 of the
State Business Corporation Law and asks the Court to order the Company to
produce the records, documents and information related to the Company's
shareholders that the group is entitled to in connection with its nomination of
three candidates for election to the Del Global Board at the Company's Annual
Meeting scheduled for May 14, 2003.
Warren Lichtenstein, Managing Partner of Steel Partners II, stated,
"We regret being forced to go to court to obtain information that, as
shareholders in this Company, is ours by both law and right. We are simply
seeking records that will enable us to communicate effectively with our fellow
shareholders. Not surprisingly, the Del Global Board and management have refused
our request. This is just the latest in a line of management misconduct and
flawed corporate governance which has included, among other things: the failure
to hold an annual meeting in over three years; an enforcement action by the
Securities and Exchange Commission related to accounting irregularities which
led to a restatement of company financial statements; suspension of trading on
the NASDAQ national market and subsequent de-listing because of failure to make
timely filings; a lack of internal oversight committees; various related-party
transactions and compensation arrangements with directors and officers;
consistent, sustained, and increased financial losses over the past three years;
and, in light of the foregoing, the diminished return on investment for its
shareholders."
In addition to Steel Partners II, L.P., the group includes 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.
Regarding the court filing, Mr. Wright commented, "It is unfortunate
that the current Board has seen fit to expend shareholders' money on easily
avoidable litigation. We look forward to the coming election with confidence,
and expect that Del Global shareholders will finally have the opportunity to
express their views with their most effective voice - a vote for our nominees."
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Steel Partners II, L.P. ("Steel") has made 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. Detailed information regarding the identity and interests of
individuals who may be deemed participants in the solicitation of proxies
relating to the Annual Meeting is available in the preliminary proxy statement
filed with the SEC on April 4, 2003.
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Contact:
Innisfree M&A Inc.
Michael Brinn, 212-750-8253
