SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 30, 2002
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Del Global Technologies Corp.
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(Exact name of registrant as specified in its charter)
New York 0-3319 13-1784308
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
One Commerce Park, Valhalla, NY 10595
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 686-3600
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(Former name or former address, if changed since last report.)
Item 5. Other Events
On October 30, 2002, the Registrant was informed that two of its
outside directors, David Michael, Chairman of the Registrant's Audit
Committee, and Roger Winston, Chairman of the Registrant's Board of
Directors, received "Wells notices" from the Staff ("Staff") of the
Securities and Exchange Commission (the "SEC" or "Commission")
indicating that the Staff is considering whether or not to recommend
the filing of a civil proceeding relating to the Registrant's
previously reported accounting issues. Before the Staff decides whether
to make such a recommendation, the directors have an opportunity to
respond to such notice. The Registrant has been informed that the
directors intend to respond to the Staff.
Prior to October 30, 2002, the Registrant reached an agreement in
principle with the staff of the SEC to settle the SEC's claims against
the Registrant in connection with the violations relating to the
Registrant's previously reported accounting irregularities. The
proposed settlement will include a material financial penalty and an
injunction against future violations of antifraud, periodic reporting,
books and records and internal accounting control provisions of the
federal securities laws. The proposed settlement is subject to, among
other things, approval by the SEC and the court. The Registrant can
give no assurance that this proposed settlement will be approved by
either the SEC or the court.
In addition, the Registrant has breached certain of its fourth quarter
fiscal 2002 financial covenants contained in its Loan and Security
Document dated June 10, 2002 with Transamerica Business Capital
Corporation (the "Lender"). A copy of such credit facility has been
filed as an exhibit to this Form 8-K. On November 1, 2002, the
Registrant received a waiver of such defaults from the Lender and
amended certain other provisions of the credit facility. In exchange
for such waiver, the Registrant has agreed, among other things, to
decrease the amount available for borrowing under the credit facility
by approximately $1.5 million until the Registrant is in compliance
with the covenants contained therein or the covenants are revised based
upon future negotiations between the Registrant and the Lender. A copy
of the Waiver and First Amendment of the credit facility is filed as an
exhibit to this Form 8-K.
The Registrant is filing as an exhibit to this Form 8-K, the Form
12b-25 filed today with respect to the Registrant's Annual Report on
Form 10-K for the fiscal year ended August 3, 2002.
A copy of the Registrant's press release related to these events is
filed as an exhibit to this Form 8-K.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements
Not Applicable.
(b) Pro forma Financial Statements
Not Applicable.
(c) Exhibits
99.01 Loan and Security Agreement among Del Global
Technologies Corp., Bertan High Voltage
Corp., RFI Corporation and Del Medical
Imaging Corp., as Borrowers, and
Transamerica Business Capital Corporation,
as Lender, dated as of June 10, 2002.
99.02 Waiver and First Amendment to Loan and
Security Agreement.
99.03 Press Release dated November 4, 2002.
99.04 Form 12b-25 Notification of Late Filing.
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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.
Dated: November 4, 2002 By: /s/ Samuel E. Park
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Samuel E. Park
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.01 Loan and Security Agreement among Del Global
Technologies Corp., Bertan High Voltage Corp., RFI
Corporation and Del Medical Imaging Corp., as
Borrowers, and Transamerica Business Capital
Corporation, as Lender, dated as of June 10, 2002
("Loan and Security Agreement").
99.02 Waiver and First Amendment to Loan and Security
Agreement.
99.03 Press Release dated November 4, 2002.
99.04 Form 12b-25 Notification of Late Filing.
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