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 / /
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/ / 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)
N/A
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[LOGO] DEL TECHNOLOGIES CORP.
FOR IMMEDIATE RELEASE
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DEL GLOBAL TECHNOLOGIES FILES PRELIMINARY PROXY STATEMENT WITH SEC
INDEPENDENT NOMINEES DEMONSTRATE COMPANY'S COMMITMENT TO STRONG
CORPORATE GOVERNANCE
NOMINEES BRING SIGNIFICANT BUSINESS CREDENTIALS AND SEASONED LEADERSHIP TO
COMPANY
VALHALLA, NY, April 14, 2003 - Del Global Technologies (DGTC) ("Del") filed its
preliminary proxy statement with the Securities and Exchange Commission (SEC) on
Friday April 11, nominating its slate of directors for election at the Company's
Annual Meeting of Shareholders on May 14, 2003. The slate includes its four
independent directors and President and Chief Executive Officer, Samuel E. Park.
The Company last week announced the retirement of long-serving directors James
Tiernan and David Michael, as well as the appointment of three new independent
directors to its Board: Frank Brady, Glenda Burkhart and Steve Wertheimer. The
slate includes Mr. Brady, Ms. Burkhart and Mr. Wertheimer, as well as prior
independent director Edgar Smith, Jr. and Mr. Park.
"We have made great strides recently in being able to institute benchmark
standards of corporate governance and to assemble an exceptionally
well-qualified Board," Mr. Park said. "This entire Board will stand for election
at the shareholder meeting, allowing the shareholders to decide who should lead
the Company into the future. This is exactly as it should be."
"The corporate governance standards we have put in place attest to Del's
commitment to implementing best practices," said incoming Chairman Frank Brady.
"The positions of Chairman and CEO are separate, four of the five directors are
independent, and only independent directors sit on each Board committee. Glenda
Burkhart chairs the Stock Option and Compensation Committee, Steve Wertheimer
chairs the Audit Committee, and Ed Smith chairs the Nominating and Governance
Committee. This structure is strengthened through comprehensive corporate
governance policies and practices, all of which are available on our website. I
am confident that
Del Global Technologies Corp. Page 2
April 14, 2003
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this Board will oversee the Company in a professional way and represent the best
long-term interests of all of our shareholders," he added.
The nominees standing for election at the Annual Meeting of Shareholders on May
14 are:
FRANK J. BRADY. Mr. Brady is a co-founder and pro bono chairman of the Board of
Trustees for Medical Missions for Children, an organization which uses
telemedicine to assist underprivileged and seriously ill children. Mr. Brady
spent his corporate career in the international market organizing projects and
arranging financing for international business consortiums among major European,
Asian and American companies. He also founded the School of Diplomacy and
International Relations at Seton Hall University in alliance with the United
Nations.
GLENDA K. BURKHART. Ms. Burkhart is a partner of Deltech Consulting Group, a
management consulting firm. Previously she was Vice President for Operations and
Planning for the Andrew W. Mellon Foundation and held executive management
positions at Readers' Digest Association, Millipore Corporation and Exxon
Chemical and worked as a consultant for Bain & Company.
EDGAR J. SMITH JR. Mr. Smith has been a member of Del Global's Board since
December 2002. He was Vice President, General Counsel and Secretary of Witco
Corporation from 1998 until his retirement in 1999. Previously Mr. Smith had
been Vice President, General Counsel and Secretary of General Signal
Corporation. Both companies were listed on The New York Stock Exchange.
STEPHEN N. WERTHEIMER. Mr. Wertheimer is a Managing Director of W Capital
Partners, a firm that specializes in the acquisition and management of
portfolios of private equity investments acquired from corporations and
institutions in the secondary market. Previously he held executive management
positions at Bank America, First Chicago, PaineWebber and CRT Capital Group.
SAMUEL E. PARK. Mr. Park joined Del in May 2001 following the discovery of
serious financial irregularities and the dismissal of the prior Chairman and
Chief Executive Officer. Before joining Del, he was President and Founder of the
Hibernian Consulting Group, which specialized in helping clients increase the
value of their companies; President-Americas, Process Equipment Division, of
United Utilities Ltd., serving the water and wastewater equipment markets
worldwide; and President of Leeds and Northrup (a unit of General Signal), an
international manufacturer of high technology electronic instrumentations,
sensors and complex large-scale
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April 14, 2003
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process control systems. Prior to that, Mr. Park held various executive
positions with both General Electric Company and General Signal Corporation.
"After two difficult years repairing Del, we are now on solid business footing,
having restored financial stability and positioned the Company for future growth
and profitability," Mr. Park said. "We have reached the point where we are in a
position to attract high caliber Board members. This Board has the experience,
financial capabilities and judgment to help us realize our business objectives
and create long-term value for our shareholders. We have made a clean break from
the past, and this is the beginning of a bright new era for Del Global
Technologies. In addition, it is most important to emphasize that Del is now a
sound business, the new leadership team is making significant progress in our
turnaround, and the right things are being done by the Company to improve
shareholder value."
PROXY CONTEST
A group led by Steel Partners II, L.P. is seeking to take control of Del's Board
of Directors and has filed its own slate of nominees for election at the Annual
Meeting of Shareholders on May 14, 2003. Steel Partners alleges that the impetus
for launching its proxy campaign is that the state of the Company's corporate
governance is inadequate.
"In reality," Mr. Park commented, "the steps that we have taken in establishing
strong governance standards and an independent, highly qualified Board of
Directors demonstrate the opposite. We have corrected the governance issues that
led to Del's problems."
Mr. Park added, "In contrast to the Company's nominees, the nominees of Steel
Partners have limited experience relevant to Del's core businesses and the
markets they serve, and lack any discernable plan for how to advance these
businesses should they be successful in the proxy contest. Conversely, the
qualifications of our nominees, the major corporate governance initiatives we
have taken, and the critical business decisions we have made since the outset of
our
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April 14, 2003
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tenure should give our shareholders confidence in the long-term prospects of
the Company," Mr. Park concluded.
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.
Del Global 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.
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).
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of Del
Global shareholders is available in the preliminary proxy statement filed by Del
Global with the Commission on Schedule 14A.
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
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April 14, 2003
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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.
CONTACTS:
DEL GLOBAL TECHNOLOGIES CORP.
Samuel E. Park, President and Chief Executive Officer
Thomas V. Gilboy, Chief Financial Officer
(914) 686-3600
MEDIA
The Abernathy MacGregor Group, Inc.
Steve Frankel
(212) 371-5999
INVESTORS
Georgeson Shareholder Communications Inc.
(800) 545-1782