Exhibit 99.03
[LOGO - Del Global Technologies Corp.]
DGTC -- press release - 8K.doc
Embargoed for release until 11/4/02; 9:00 am
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FOR IMMEDIATE RELEASE
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DEL GLOBAL TECHNOLOGIES FILES FORM 8-K
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FILES A NOTIFICATION OF LATE FILING FOR FISCAL 2002 FORM 10-K
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VALHALLA, NY - November 4, 2002 -- Del Global Technologies Corp. (DGTC) ("Del"
or "the Company") today announced the filing of a Form 8-K with the Securities
and Exchange Commission (the "SEC") covering several recent, material corporate
developments. The Company also announced that it has filed a Notification of
Late Filing with the SEC, thereby triggering an automatic 15-day extension to
file its Form 10-K for Fiscal 2002, which was due to be filed by November 1,
2002.
RECEIPT OF WELLS NOTICES BY TWO OUTSIDE DIRECTORS
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On October 30, 2002, Del was informed that two of its outside directors, David
Michael, Chairman of the Audit Committee, and Roger Winston, Chairman of the
Board of Directors, received "Wells notices" from the Staff (the "Staff") of the
SEC indicating that the Staff is considering whether or not to recommend the
filing of a civil proceeding in connection with Del's previously reported
accounting issues. These accounting issues arose prior to the arrival of Del's
current management team. Before the Staff decides whether to make such a
recommendation, the two directors have an opportunity to respond to the Wells
notice. Del has been informed that the directors intend to respond to the Staff.
COMPANY REACHES AGREEMENT IN PRINCIPLE WITH SEC
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Prior to October 30th, Del had reached an agreement in principle with the Staff
of the SEC to settle claims regarding an investigation commenced by the SEC on
December 11, 2000 in connection with the restatement of previously issued
financial statements filed by the Company's former management team, specifically
for the fiscal years 1997 through the third quarter of fiscal 2000. The proposed
settlement will include a material financial penalty, and an injunction against
future violations of the 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
Commission and the Court. Del can give no assurance that this proposed
settlement will be approved by either the Commission or the Court.
Del Global Technologies Page 2
November 4, 2002
OBTAINS WAIVER OF DEFAULTS
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Del has breached certain financial covenants pertaining to the fourth quarter of
fiscal 2002 contained in its Loan and Security Document dated June 10, 2002 with
Transamerica Business Capital Corporation ("Transamerica"). On November 1, 2002,
Del received a waiver of such defaults from Transamerica in exchange for
agreeing to decrease the amount available for borrowing under the credit
facility by $1.5 million until the Company is in compliance with the covenants
contained therein or the covenants are revised based upon future negotiations
between the parties.
NOTIFICATION OF LATE FILING OF FORM 10-K
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Del also announced that it has filed a Form 12b-25 with the SEC to obtain an
automatic 15-day extension to file its Form 10-K for Fiscal 2002, which was due
to be filed by November 1. This action was taken to allow management adequate
time to finalize its disclosures.
Del Global Technologies Corp. is primarily engaged in the design, manufacture
and marketing of cost-effective medical imaging and diagnostic systems
consisting of stationary and portable x-ray systems, radiographic/fluoroscopic
systems, dental imaging systems and proprietary high-voltage power conversion
subsystems for medical and other critical industrial applications. Industrial
applications for which Del supplies power subsystems include airport explosives
detection, analytical instrumentation, semiconductor capital equipment and
energy exploration.
Statements about future results made in this release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties that are difficult to predict including, but not
limited to, the ability of the Company to implement its business plan,
management changes, changing industry and competitive conditions, obtaining
anticipated operating efficiencies, securing necessary capital facilities,
favorable determinations in various legal and regulatory matters and favorable
general economic conditions. Actual results could differ materially from those
expressed or implied in the forward-looking statements. Important assumptions
and other important factors that could cause actual results to differ materially
from those in the forward-looking statements are specified in the Company's
filings with the Securities and Exchange Commission.
CONTACT:
Del Global Technologies Corp.
Samuel E. Park, President & Chief Executive Officer
Thomas V. Gilboy, Chief Financial Officer
(914) 686-3600
INVESTOR RELATIONS:
The Equity Group Inc.
Devin Sullivan (212) 836-9608
Adam Prior (212) 836-9606