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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
[LOGO] DEL GLOBAL TECHNOLOGIES
IMPORTANT
April 29, 2003
Dear Valued Shareholder:
Enclosed with this letter is information about Del Global Technologies' Annual
Meeting of Shareholders, which will be held on May 29, 2003. We urge you to read
the material carefully.
We believe it is important for you to know that:
o Your new management and Board of Directors represents a clean break
from the past and has restored integrity to the business
o The Company is now stable and better positioned for growth than at any
time in its history
o The Company has assembled five nominees for its Board of Directors
with outstanding industry and leadership experience who are committed
to the long-term success of the Company
o Our new corporate governance structure is consistent with the best
practices in Corporate America
A dissident shareholder group, Steel Partners II, L.P., has filed a preliminary
proxy statement and announced its intention to begin a hostile proxy contest.
You may already have received a mailing from them. We believe this is a poorly
disguised attempt to take control of your Company at a cheap price. Based on
Steel Partners' track record and their lack of a plan for managing the Company,
we believe its nominees will simply support Steel's short-term interests and not
the interests of other shareholders.
YOUR BOARD OF DIRECTORS OPPOSES STEEL PARTNERS' PROXY SOLICITATION. WE
STRONGLY URGE YOU TO REJECT STEEL PARTNERS' NOMINEES BY VOTING FOR DEL'S
DIRECTOR NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
Protect your investment. Please disregard any materials you receive from Steel
Partners. Do not return any GOLD proxy cards sent to you by Steel Partners.
Remember that your vote is very important. Sign, date and mail the enclosed
WHITE proxy card TODAY.
THE TURNAROUND
Over the last two years your new management team has restored financial and
operational stability to the business, changed the entire leadership of the
Company, and created a sound platform to rebuild liquidity, return to
profitability and improve shareholder value.
During this period, we settled the shareholder class action litigation, achieved
a substantial recovery for class participants and reached an agreement in
principle with the SEC to settle claims related to the investigation into
financial statements filed by the previous management.
We are on track to re-list the stock, which we believe is one of the more
important things we can do to improve shareholder value, and have started the
process to register the warrants from the shareholder class action suit, which
will enable class participants and shareholders to realize the value of those
securities.
The corporate governance standards and business ethics policies now in place are
among the most advanced in the country. These are included in the enclosed Proxy
Statement. Four out of five of the Directors we have nominated are independent.
The positions of Chairman and Chief Executive Officer are separate; only
independent Directors will sit on each Board committee.
Finally, we have now been able to attract an extremely well qualified Board of
Directors to build on our momentum and guide the future strategic direction of
the Company. Your Board's candidates have extensive industry and leadership
experience. We believe they are best qualified to enhance your long-term
investment in Del Global. We urge you to vote for our nominees and support our
program to improve shareholder value. The nominees are:
One Commerce Park, Valhalla, NY 10595
914-686-3600 www.delglobal.com
Letter to Shareholders Page 2
April 29, 2003
FRANK J. BRADY. Co-founder and pro bono chairman of the Board of Trustees for
Medical Missions for Children. Frank spent his professional career in the
international market; after selling his business to General Electric Company of
France (CGE) -- a $40 billion holding company, he joined the corporate staff of
the Chairman of the Board and organized consortiums to pursue contracts in third
world countries. He later left CGE to form a partnership with Nissho Iwai, a $40
billion Japanese trading company, to pursue similar third world development
projects. He also founded the School of Diplomacy and International Relations at
Seton Hall University in alliance with the United Nations.
GLENDA K. BURKHART. Partner of Deltech Consulting Group, a management consulting
firm. Previously, Glenda was Vice President of Operations and Planning for the
Andrew W. Mellon Foundation and held executive management positions with
Readers' Digest Association, Millipore Corporation and Exxon Chemical.
EDGAR J. SMITH, JR. Former Vice President, General Counsel and Secretary of both
Witco Corporation and General Signal Corporation, two large NYSE companies. Mr.
Smith has extensive experience as Chief Legal Officer in corporate law,
governance, and regulatory matters.
STEPHEN N. WERTHEIMER. Managing Member of W Capital Management, LLC, 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. President and Chief Executive Officer of Del Global Technologies
Corp. Previously he was President of Hibernian Consulting Group and held
executive management positions with United Utilities, Ltd., General Signal
Corporation and General Electric Company.
ALL FIVE OF THESE DIRECTORS ARE RUNNING FOR ELECTION AT THE ANNUAL MEETING ON
MAY 29, 2003 AND ARE STRONGLY COMMITTED TO BUILD VALUE FOR YOU. WE URGE YOU TO
ELECT THESE INDIVIDUALS BY VOTING FOR THEM ON PROPOSAL 1 ON THE ENCLOSED WHITE
PROXY CARD.
In contrast to Del's highly qualified director nominees, we believe Steel
Partners' nominees lack the proper industry experience and business plan to look
after your best long-term interests.
THE KEY QUESTION
Ask yourself this question: Do you want your investment managed by a Board of
Directors that will look out for your long-term best interests or do you want to
be represented by "single purpose" Directors who can be expected to support the
short-term demands of Steel Partners?
We believe that Del Global Technologies has reached a significant turning point
and has established strong financial momentum. We believe the best way to
continue this momentum, and to enhance the value of your investment, is to elect
our Director nominees.
Your vote is crucial -- it will determine the future direction of your Company.
PLEASE VOTE FOR DEL'S DIRECTOR NOMINEES.
SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY.
On Behalf of the Board of Directors,
Sincerely,
/s/ Samuel E. Park
Samuel E. Park
President and Chief Executive Officer
Letter to Shareholders Page 3
April 29, 2003
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.
Del Global filed with the Securities and Exchange Commission a definitive 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 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
Shareholders. Additional information with respect to the beneficial ownership of
those executive officers and Directors of Del Global common stock is set forth
in the definitive proxy statement filed by Del Global with the Commission.
Investors and security holders may obtain a free copy of the preliminary proxy
statement 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 definitive proxy statement by accessing http://www.delglobal.com. In
addition, you may obtain a free copy of the definitive proxy statement by
contacting Georgeson Shareholder Communications, Inc. toll free at (800)
545-1782 (banks and brokers call collect at (212) 440-9800).
Letter to Shareholders Page 4
April 29, 2003
HOW TO VOTE:
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN
- --------------------------------------------------------------------------------
1. If your shares are registered in your own name, please sign, date and mail
the enclosed WHITE Proxy Card to Georgeson Shareholder Communications Inc.
in the postage paid envelope provided today.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a WHITE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the enclosed WHITE Proxy Card in the
postage-paid envelope provided, and to ensure that your shares are voted,
you should also contact the person responsible for your account and give
instructions for a WHITE Proxy Card to be issued representing your shares.
3. After signing the enclosed WHITE Proxy Card do not sign or return the Gold
proxy card. Remember -- only your latest dated proxy will determine how
your shares are to be voted at the meeting. IF YOU VOTED A GOLD PROXY CARD
AND WANT TO CHANGE YOUR VOTE, YOU CAN DO SO NOW BY SENDING IN THIS WHITE
PROXY CARD.
4. If you have any questions or need further assistance in voting your shares,
please contact our proxy solicitor.
[LOGO] GEORGESON SHAREHOLDER
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers (212) 440-9800
SHAREHOLDERS CALL TOLL FREE (800) 545-1782
- --------------------------------------------------------------------------------