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:
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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.
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(2) Form, Schedule or Registration Statement No.: 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 11, 2003, Steel issued the following press release
responding to the Company's recent announcement that two directors resigned from
the board of directors and that the remaining directors have expanded the board
and appointed three new directors.
Press Release
DEL GLOBAL SHAREHOLDER GROUP OUTRAGED
AS INCUMBENTS PACK BOARD OF DIRECTORS
New York, NY --(April 11, 2003)-- A group of Del Global Technologies
Corp. (DGTC.PK) shareholders expressed outrage at management's recomposition of
the Company's Board as it announced the arranged departure of two current
directors, the expansion of the Board, and the appointment - not election - of
three new directors to the open seats. The holder group, which is seeking
shareholder representation on the Board, has filed a preliminary proxy statement
in support of the election of its own three highly qualified director nominees
unaffiliated with management.
David Wright, an investor, nominee and member of the group,
condemned the incumbents' action as "an end run around the shareholders' basic
right to elect their own representatives" and noted that, "Filling the boardroom
with their appointees is just the latest in a string of actions adverse to
shareholder democracy and good corporate governance perpetrated by this Board.
With its first shareholders meeting in over three years barely a month away, it
is disturbing that Del Global's management, in the face of a shareholder
initiative to elect new, independent directors to the Board, has chosen to
without explanation, simply install its hand picked representatives immediately
instead of waiting for the shareholders to decide. We find it ludicrous for Mr.
Park to characterize our efforts as a "no premium""takeover" while Del
shareholders now find their Company under the control of a Board composed
entirely of appointees they had absolutely no say over and never elected."
Mr. Wright continued, "It seems obvious to us that Del management
fails to understand the most basic tenets of corporate democracy and are acting
unilaterally to entrench themselves in office and preserve their control of Del
Global. Their actions illustrate to us exactly what good corporate governance is
intended to avoid. We call upon Mr. Park to immediately disclose any agreements
the Company may have entered into in connection with the "retirement" of Messrs.
Michael and Tiernan. Del Global belongs to its shareholders and their vote at
the upcoming annual meeting will determine who oversees their investment in the
Company."
Warren Lichtenstein, Managing Partner of Steel Partners II, one of
Del Global's largest shareholders, voiced the group's concern over the process
the Company used to identify the new appointees. "As described in the
preliminary proxy statement we have filed with the SEC, our director nominees
include Suzanne Hopgood and Gerald Czarnecki, people with world-class corporate
governance credentials. We searched for independent shareholder representatives
appropriate to Del Global's board. In contrast, the Company has just now
established a nominating committee composed of directors chosen and appointed by
Messrs. Park, Smith, and the two retired directors. We question the selection
process used and believe that management's approach to Company directorships is
likely emblematic of its entire governance record. Shareholders deserve better.
We will offer them a real choice at the upcoming annual meeting - either more of
the same flawed corporate governance or our nominees on the Gold proxy. We
believe the choice is clear."
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
