SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant
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 Pursuant to Section 240.14a-12
Del Global Technologies Corp.
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(Name of Registrant as Specified In Its Charter)
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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.
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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):
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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.
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DEL GLOBAL TECHNOLOGIES CORP.
ONE COMMERCE PARK
VALHALLA, NY 10595
IMPORTANT NOTICE FROM YOUR BOARD OF DIRECTORS
April 11, 2003
Dear Fellow Shareholder:
We will shortly be sending you a detailed proxy statement and WHITE proxy
card for the Company's Annual Meeting of Shareholders scheduled for Wednesday,
May 14, 2003. By now, you may have heard that Steel Partners II, L.P., a
dissident shareholder group, has filed a preliminary proxy statement with the
intention of launching a hostile and costly proxy contest to elect three
directors to your Company's Board. As a result, you may also receive proxy
solicitation materials and a GOLD proxy card from Steel Partners seeking your
vote to elect three hand-picked nominees to the Company's Board of Directors.
YOUR BOARD OF DIRECTORS VIGOROUSLY OPPOSES STEEL PARTNERS'
PROXY SOLICITATION AND STRONGLY URGES YOU NOT TO SIGN OR RETURN
ANY GOLD PROXY CARDS SENT TO YOU BY STEEL PARTNERS.
Your Board of Directors recommends instead that you carefully review the
Company's proxy statement, which will be mailed to you shortly, and that you
demonstrate your support for the Company's proposed nominees by signing, dating
and mailing the WHITE proxy card that will be sent with the Company's proxy
statement.
DO NOT BE RUSHED INTO A VOTING DECISION WITHOUT HAVING ALL THE IMPORTANT
FACTS.
Your Board of Directors, in spite of the distractions of this proxy
contest, is committed to the creation of shareholder value and remains confident
that our strategic plan, strong leadership and improvements in corporate
governance will enhance value for all shareholders.
Thank you for your attention and cooperation. If you have any questions or
need any assistance, please contact our proxy solicitor Georgeson Shareholder
Communications Inc. toll free at (800) 545-1782.
Del Global has filed with the Securities and Exchange Commission a
preliminary proxy statement relating to the solicitation of proxies with respect
to the Del Global 2003 annual meeting of shareholders. Del Global will file with
the Commission, and will furnish to its shareholders, a definitive proxy
statement and may file other proxy solicitation materials. Investors and
security holders are urged to read the proxy statement and any other proxy
solicitation materials (when they become available) because they will contain
important information.
Del Global and the directors and certain of the executive officers of Del
Global may be deemed to be participants in the solicitation of proxies in
respect of electing the board of directors of Del Global at the 2003 annual
meeting of stockholders. Additional information with respect to the beneficial
ownership of those executive officers and directors of Del Global common stock
is set forth in the preliminary proxy statement filed by Del Global with the
Commission on April 11, 2003.
Investors and security holders may obtain a free copy of the preliminary
proxy statement and the definitive proxy statement (when it is available) and
other documents filed by Del Global with the Commission at the Commission's
website at http://www.sec.gov. You may also access a copy of Del Global's
preliminary proxy statement and definitive proxy statement (when it is
available) by accessing http://www.delglobaltech.com. In addition, you may
obtain a free copy of the definitive proxy statement (when it is available) by
contacting Georgeson Shareholder Communications, Inc. toll free at (800)
545-1782 (banks and brokers call collect at (212) 440-9800).
Sincerely,
/s/ Samuel E. Park