SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
----------
DEL GLOBAL TECHNOLOGIES CORPORATION
(Name of Registrant as Specified in its Charter)
----------
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:
(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:
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
[DEL MEDICAL LOGO] [VILLA SISTEMI MEDICALI LOGO] [UNIVERSAL LOGO]
[DYNARAD LOGO] [DEL HIGH VOLTAGE LOGO] [BERTAN LOGO] [RFI LOGO]
Del Global Shareholder Presentation
May 2003
1
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Disclaimer
Statements about future results made in this material 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).
2
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Table of Contents
Del Global Technologies: A Massive Turnaround...Dramatic Progress Page 4
Aggressive Growth Strategies Page 11
New Management, Organizational Structure and Board of Directors Page 14
Del Global's Corporate Governance Standards Page 19
The Dissident Group and Del Global's Response to Complaints Page 21
Conclusion Page 30
Supplemental Business and Market Information Page 32
Director and Executive Biographies Page 41
3
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
A Massive Turnaround...Dramatic Progress
When the new management team joined two years ago:
> The business was plagued with pervasive fraud
> The Company had been unprofitable for years
> Product designs were outdated and costly to manufacture
> Professional standards, practices, competencies and accountability
were very poor
Today we are a dramatically different Company:
> We now have a strong business
> We have a new leadership team that is rebuilding the company
> We are strategically positioned for growth and are taking tangible
steps to improve shareholder value
4
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Del Global Was A Very Troubled Company In Early 2001
> SEC investigation > 7 independent divisions;
redundant operations and
> De-listed from NASDAQ parochial mindsets
> Shareholder class action suit > Low standards and levels of
competence; poor practices; no
> Ineffective corporate governance accountability
> Unbalanced, non-independent > Limited market knowledge
board of directors
> Product designs were outdated
> Default of loan agreements and costly to manufacture
> Pervasive fraud; improper > Poor quality practices going
accounting practices; unprofitable back 6 years
for years
5
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
The Issues Related To The Prior Board And The
Prior Management Are Behind Us
> We settled the shareholder class action litigation and achieved a substantial
recovery for class participants
> We reached an agreement in principle with the SEC to claims related to the
investigation into financial statements filed by previous management
> We reached a settlement with Del Global's former Chairman/CEO recovering over
$440,000 in cash and stock
> We addressed the Department of Defense-related quality issues at our RFI
division that dated back to 1997
6
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Del Global Is Now A Sound Business Financially
> Cash flow from operations improved from a negative $5.8 million in 2001, to a
positive $6.3 million in 2002
> From 2001 to 2002, we improved revenues 6% to $98M from $93M
> We expect to achieve operating profitability in Q4 2003, absent unbudgeted
expenses*
* See next slide 7
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Del Global Is Now A Sound Business Financially
We expect to return to operating profitability in the fourth quarter of Fiscal
2003, absent unbudgeted expenses (such as costs associated with a potential
settlement with the Department of Defense). In our Power Conversion Group, our
forecasted sales for the fourth quarter are fully in backlog, and expectations
are based upon current run-rate, demonstrated capacity, shipping schedule and
our current cost structure. The completion of the consolidation of our High
Voltage division is now beginning to be reflected in higher operating income for
this segment, and we expect continuing improvement. In our Medical Systems
segment, we are experiencing some market softness particularly in the Middle
East and the domestic market, and have reduced operating costs in order to
achieve projections of operating income. As a result, we believe that operating
income in the fourth quarter for the entire Company will be positive
Extract from Proxy Filing 8
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Del Global Is Now A Strong Business Operationally
> By consolidating 7 businesses to 4, we significantly reduced overhead,
strengthened engineering competence and targeted selling activity
> By rapidly implementing lean manufacturing practices and rigorous attention
to asset management and cycle time, we are reducing cost and improving
responsiveness, quality and customer satisfaction
> By redesigning outdated products for cost and manufacturability, and
developing new products and product platforms, we are improving margins and
strengthening our competitive position
> We are focused on "rising-tide" markets, where our strong market share and
high barriers to entry present significant opportunities for profitable
growth
9
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Del Global Is Now A Strong Business Organizationally
> Over 30 high performance senior-level and next-level managers have been
recruited from many top international businesses
> These new leaders have brought key competencies and best practices to the
Company, high standards of integrity and professional behavior, and a passion
for performance
> There is a completely different culture at Del today - clarity of purpose,
deeper market and customer knowledge, better systems and ways of doing
business, a more skilled and committed workforce, significantly more trust,
openness and increased confidence in the future
10
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Have Developed Aggressive Growth Strategies For
The Power Conversion Group
> Focus engineering and sales activities in high growth markets - security,
medical, semiconductor, defense and energy
> Accelerate our design-to-market cycle by deepening design partnerships with
OEMs, by leveraging product platform engineering development and by improving
manufacturing capability
> Expand into select geographic regions - Europe, Japan - by developing OEM
partnerships
11
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Have Developed Aggressive Growth Strategies For
The Medical Systems Group
> Extend our reach into select geographical markets - Asia, South America,
Eastern Europe - by strengthening local relationships with independent
dealers, the World Health Organization and Ministries of Health
> Improve sales and margins through Direct Digital product offerings for new
systems sales, and full range low-cost digital upgrades to our extensive
installed base worldwide
> Expand and improve our product portfolio through engineering improvements,
new products and platforms, partnerships, licensing and acquisitions
> Continue to strengthen our "price-to-performance" market leadership position
through lean manufacturing and highly-responsive customer service
12
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Are Taking Tangible Steps To Re-list The Stock On
NASDAQ and Restore Liquidity For Improved Long-
Term Shareholder Value
> November 2002: Filed first 10-K since 1999
> January 2003: Received "no action" letter from SEC
> February 2003: Filed initial Form S-1 relating to warrants
> March 2003: Improved our D&O insurance coverage
> April 2003: Completed recruitment of new, independent Board
> May 29, 2003: Annual shareholder meeting; Board of Directors' election
> By Dec. 2003 (est.): Re-listing on NASDAQ
13
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
The New Management Team Has An Exceptional Track
Record Of Rebuilding Underperforming Companies
> Sam Park has led six highly successful turnarounds, shifting company
structures, building high performance organizations, focusing on core
competencies and positioning technology capabilities for high value
> Tom Gilboy has led six successful financial turnarounds; taking broken
businesses through massive recovery and restoring shareholder value. Tom is
an expert in the financial elements of a turnaround
> Edward Ferris is an expert in building high performance organizations; he has
successfully led seven companies through transformational change
> Dan Pisano has led three successful turnarounds. He is an expert in
technology innovation
> Walt Schneider has a long track record of turning under-performing medical
imaging businesses into successful operations
14
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Have A New Leadership Team And A New Structure
Key:
* New
@ New Reporting Line
# Promoted
- ------------------------------------------------------------------------------------------------------------
Edgar J. Smith, Jr.* Glenda K. Burkhart* Frank J. Brady* Steven N. Wertheimer*
Director Director Chairman of the Board Director
- ------------------------------------------------------------------------------------------------------------
|
- ------------------------------------------------------------------------------------------------------------
Samuel E. Park*
President & CEO
Director
- ------------------------------------------------------------------------------------------------------------
|
- ------------------------------------------------------------------------------------------------------------
Daniel J. Pisano, Jr., Ph.D* Thomas V. Gilboy* Edward Ferris* Walter F. Schneider#
President Chief Financial Officer Sr. Vice President President
Power Conversion Group Corporate & Organization Medical Systems Group
Development
- ------------------------------------------------------------------------------------------------------------
-----------------------------
Daniel J. Pisano, Jr., Ph.D*
President
Power Conversion Group
-----------------------------
|
- ----------------------------------------------------------------------------------------
Vice President Vice President Vice President VP Operations & General Manager
Engineering Sales & Engineering Plant Manager RFI Corporation
Jay Maruzzella# Marketing Mariano Moran# Glenn Livi* Wayne Harrison*
Steve Swech*
- -----------------------------------------------------------------------------------------
--------------------------
Thomas V. Gilboy*
Chief Financial Officer
--------------------------
|
- -------------------------------------------------------------------------------
VP Finance Corporate VP Finance Director
Del Medical Controller Del Power Conv. Finance & Admin.
Imaging Mark Koch* Annette DiGorga* Villa Sistemi
Steve Michelson* Emilio Bruschi@
- -------------------------------------------------------------------------------
--------------------------
Edward Ferris*
Sr. Vice President
Corporate & Organization
Development
--------------------------
|
- -------------------------------------------------------------------------------
Director Director HR Director HR Director
Information Corporate Dev. Del Medical Del Power
Technology & Planning Imaging Conversion
Tapan Shah* Damien Park* Jennifer Gooch* Open*
- -------------------------------------------------------------------------------
-----------------------
Walter F. Schneider#
President
Medical Systems Group
-----------------------
|
- --------------------------------------------------------------------------------
Global VP Managing Director
Sales & Villa Sistemi Plant Manager
Marketing Annamaria Oliva* Steve Schiera*
Steve Dahlquist*
- --------------------------------------------------------------------------------
|
Global VP
Engineering
Luigi Emmanuele#
Del Global Organization Chart Today
15
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
2/01
Sam Park began as acting CEO; Tom Gilboy began as CFO
5/01
Sam Park appointed CEO, President and 5th member of Board
7/01
Agreement in principle to settle shareholder class action suit
11/01
Adopts Shareholder Rights Plan; stock trading at $1.35
12/01
Completes audited balance sheet for FY2000
1/02
Settles Class Action Suit
4/02
Board hires counsel to investigate former CEO allegations
6/02
Board forms independent subcommittee and expands investigation to include
Chairman and Chair of Audit Committee
7/02
Independent Director dies, leaving 4-member Board
8/02
CEO and CFO give presentation to SEC on sweeping changes since new management
arrived
8/02
Special subcommittee's counsel provides report to SEC
9/02
Company changes corporate counsel
10/02
Board Chairman and Audit Committee Chair receive "Wells Notices" from SEC
11/02
Board Chairman resigns leaving 3-member Board
11/02
Files First Form 10K since 1999
12/02
Board adds new Director - Ed Smith
1/03
Receives "no action" letter from SEC, allowing commencement of re-listing
process
2/03
Files registration statement on Form S-1
3/03
D&O insurance coverage improved; Director recruitment intensifies
3/03
Annual Shareholder meeting announced
4/03
2 remaining Directors w/ties to past retire; 3 new Directors appointed; Board
expands to 5
16
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
The New Board Of Directors Is Highly Qualified
Frank Brady
Chairman, Del Global Technologies Corp.
Pro-bono Chairman of the Board of Trustees for Medical Missions for Children
Glenda Burkhart
Director; Chair, Stock Option and Compensation committee
Partner with Deltech Consulting Group; Formerly Vice President of Operations and
Planning for the Andrew W. Mellon Foundation
Sam Park
Director
President and CEO, Del Global Technologies Corp.
Ed Smith
Director; Chair, Nominating and Governance committee
Former Vice President, General Counsel and Secretary Witco Corporation and
General Signal Corporation
Stephen Wertheimer
Director; Chair, Audit committee
Managing Director, W Capital Partners
17
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
This New Board of Directors Will Make A Big Difference
> They bring exceptional business credentials and seasoned leadership
> They possess knowledge and contacts that will advance the business
dramatically
> They will assure that long-term shareholder interests - of all shareholders
- is a clear priority
18
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Have Established Strict Corporate
Governance Standards
> Corporate governance standards and business ethics policies are now
consistent with "best practices"
> Both the new management team and the new independent Directors are completely
separate from the past
> Four of five Directors are independent; the positions of CEO and Chairman are
separate; and only independent directors sit on each Board committee (Audit,
Stock Option and Compensation, Nominating and Governance)
> In addition to regularly scheduled board meetings, the independent directors
will meet at least twice each year without management
19
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Are Rebuilding The Company On Every
Front...
Corporate governance, business strategy, organizational
capabilities, engineering applications and technologies,
manufacturing practices, asset management, customer
interface, information technology, communication systems...
20
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
The Dissident Group
> Steel Partners is a New York City hedge fund with a well deserved reputation
as a corporate raider
> Steel Partners has taken 5%+ ownership stake in more than 20 micro cap
companies, instigated a number of proxy contests and muscled its way onto
more than 10 Boards
> Market value performance of some of these Companies include:
[ ] SL Industries (SL) - $11 million loss in market value (33%) in one
year
[ ] Tandycraft (TACR) - $16 million loss in market value (100%),
de-listed, bankrupt, plans for liquidation
[ ] Bell Industries (BI) - $34 million loss in market value (71%);
ceased trading on NYSE
21
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Steel Track Record - SL Industries
33% Loss In Market Value In 1 Year
Steel Initiates Proxy Contest - 11/20/01
[GRAPHIC OMITTED]
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
Nov. 2001 6.800
Dec. 2001 7.900
Feb. 2002 8.200
March 2002 8.100
April 2002 7.700
May 2002 7.800
June 2002 7.400
July 2002 7.300
Aug. 2002 5.600
Sept. 2002 5.400
Oct. 2002 5.450
Nov. 2002 4.350
Dec. 2002 5.650
Feb. 2003 6.900
March 2003 6.050
April 2003 5.810
Source: Edgar Online, Inc.
$11 Million Loss In Market Value In One Year
- --------------------------------------------
Nov 2001 Steel initiates proxy contest
Jan 2002 Steel gains control of Board
Feb 2002 Warren Lichtenstein takes CEO position; market value $47.2 million
April 2003 Market Value $36.2 million
22
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Steel Track Record - Tandycraft
100% Loss In Market Value
Steel Initiates Proxy Contest - 9/18/2000
[GRAPHIC OMITTED]
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
July 2000 2.813
Oct. 2000 2.250
April 2001 0.360
July 2001 0.050
Oct. 2001 0.070
April 2002 0.030
July 2002 0.015
Oct. 2002 0.010
April 2003 0.0002
Source: Edgar Online, Inc.
$16.6 Million Loss In Market Value
- ----------------------------------
Nov 2000 Steel obtains 3 seats on 6 member Board
May 2001 De-listed from NASDAQ; files for bankruptcy
Dec 2003 Sale of all assets to Steel associate; plans to liquidate
23
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Steel Track Record - Bell Industries
71% Loss in Market Value
Steel Informs Company Of Intent To Nominate 4
Board Members At Next Annual Meeting
[GRAPHIC OMITTED]
[THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL.]
July 1998 11.000
Oct. 1998 9.875
April 1999 10.9375
July 1999 4.625
Oct. 1999 4.5625
April 2000 3.0625
July 2000 2.500
Oct. 2000 2.250
April 2001 2.850
July 2001 2.450
Oct. 2001 1.900
April 2002 2.160
July 2002 1.910
Oct. 2002 1.600
April 2003 1.610
Source: Edgar Online, Inc.
$33.6 Million Loss In Market Value
- ----------------------------------
Jan 1999 Steel acquires 14.5% ownership at avg. price of $10.88
Jan 1999 Steel informs Bell of its intention to nominate 4 members of a 5
member Board
Jun 1999 Bell distributes $5.70/share in cash to shareholders
Dec 1999 Bell distributes $1.30/share in cash to shareholders
Dec 1999 Steel sells most of their ownership btw $6-$8/share
Jan 2000 Steel Group reduces slate nominees to 1 seat on 5 member Board
Mar 2000 Bell Industries ceases trading on NYSE
24
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Sequence Of Events
> The Steel Partners' Group began accumulating Del's stock in late December
2001, increasing its holding from 12% to 18% on April 15(th) 2003. Their
cumulative average price per share is $2.80
> On March 21(st) 2003 Steel Partners sent a letter to Del stating that it
intends to seek representation on Del's Board at upcoming Annual Meeting
> On March 25(th), CEO Sam Park and CFO Tom Gilboy met with David Wright and
discussed offering him one seat on a Board of 5 Directors; Mr. Wright
declined
> On March 27(th) Steel Partners announced it was nominating three candidates
to Del's Board of Directors in a 13D filing
25
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Sequence Of Events, Continued
> On April 2(nd) David Wright, on behalf of Steel Partners, contacted Del and
proposed taking a minority position on the Board if certain conditions were
met
> On April 3(rd) Del's Board considered Wright's proposal and agreed to the
following:
[ ] 3 Steel nominees on a Board of 8
[ ] Chairman and the CEO positions would remain separate
[ ] No "Executive Committee" could be created without consent from all
Directors
[ ] A Steel nominee will be represented on each committee
[ ] A Steel nominee can chair the audit committee
[ ] Agreement to amend the Shareholder Rights Plan and the Company
By-laws to allow for a shareholder group with more than 25% to call a
special meeting; thereafter any reinstatement of the Rights Plan would
be enacted by shareholders
[ ] Inclusion of Steel nominees would not trigger a change in control
[ ] Del would reimburse David Wright up to $120,000 of total expenses
incurred to date
26
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Sequence Of Events, Continued
> In exchange, Del's Board of Directors wanted assurance that Steel Partners
would consent to a standstill agreement through December 2004
> In effect, this would grant Del enough time to re-list its common stock on
the NASDAQ, improve the liquidity in Del's stock, and begin to allow the
stock price to reflect the Company's true value
> On April 4(th) Mr. Wright declined the offer and filed their proxy
> On April 18(th) Steel Partners nominated a fourth individual for Director
27
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Del Global's Response To The Dissident's Complaints
> We were not in a position to hold a shareholder meeting until the Company was
compliant with SEC filings, improved its D&O insurance and was able to
recruit new, qualified board nominees for shareholder election
> At the time the Shareholder Rights Plan was instituted for a valid purpose -
to assure shareholders of a fair price in the event of an attempted takeover
or hostile transaction at a time when the Company did not have audited
financials and the stock was trading at $1.35/share
> The Board is not opposed to the consideration of a sale of the Company
> The Board believes higher returns to our shareholders will more likely be
realized through re-listing the stock on a major exchange and growing
earnings through the implementation of the Company's strategic business plan,
rather than a forced sale of the Company at this time
28
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Impact Of A Steel Partners' Proxy Win
The election of Steel Partners' nominees, and the resulting displacement of the
current Board would, we believe, have a detrimental impact on the Company:
> It would have an immediate impact on our turnaround momentum, and the
long-term commitment of the new management team assembled over the past year
and a half
> It would negatively impact our ability to attract (and retain) highly capable
professionals because of uncertainty regarding the future
> It would have an immediate impact on the relationships we have developed with
key suppliers and customers and on the perception of the Company's long-term
stability
29
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
In Conclusion
> Del Global is a strong, and dramatically different business today; we have
well-developed and aggressive growth strategies
> Many of the things the new management team inherited are largely resolved
> We have recruited an independent, experienced and balanced Board that will
make a big difference; Del's Corporate Governance is consistent with best
practices
> Steel Partners nominees have no definitive plan for growing shareholder
value; many of the things Steel is suggesting they will do, we have already
done
> After 2 years of turnaround and investment into the future, shareholders now
have the opportunity to realize the significant value inherent in this
Company
> We are asking shareholders give the incumbent management the opportunity to
continue the momentum we have established
30
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
We Are A Dramatically Different Company Today
We Have A Strong Business
^
We Have A New Leadership Team That Is Rebuilding The Company
^
We Are Strategically Positioned For Accelerated Growth And Taking
Tangible Steps To Improve Shareholder Value
31
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Supplemental Information
32
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Locations
U.S. Facilities
- ---------------
Valhalla, NY
-Corporate HQ
-High Voltage Division
Bayshore, NY
-Electronic Components Division
Franklin Park, Illinois
-Medical Systems Group
Italian Facility
- ----------------
Buccinasco (Milan), Italy
-Medical Systems Group
33
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
A Sound Business - Financially
[THE FOLLOWING INFORMATION WAS REPRESENTED AS A BAR CHART IN THE PRINTED
MATERIAL]
FY2000-FY2002 Cash Flow
FY00 FY01 FY02
1.3 (5.3) 6.3
Cash flow from operations (millions)
[THE FOLLOWING INFORMATION WAS REPRESENTED AS A BAR CHART IN THE PRINTED
MATERIAL]
Six Months
FY2002 vs. FY2003 Cash Flow
Six Months Six Months
FY02 FY03*
4.3 5.7
Cash flow from operations (millions)
*FY03 Includes $4M tax refund and $2M unusual expenses related to the turnaround
34
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Markets Served - High Voltage Power
High Voltage Power Division
---------------------------
[GRAPHIC]
Security
Airport Explosive Detection Systems
Explosive Trace Detection
X-Ray Baggage Inspection
Medical
Radiation Oncology
CT Scanning
MRI
Bone Densitometry
PET Scanning
Blood Analysis
Laser
Military
CRT Display
Radar
Analytical Instrumentation
Mass Spectrometry
Capillary Electrophoresis
Spectroscopy
X-Ray Diffraction
Semiconductor
Ion Implantation
Mask Repair
E-Beam Lithography
X-Ray Inspection
High Powered E-Beam
Machining
Sterilization
Non Destructive Testing
Food Inspection
PC Board Inspection
Structural Inspection
35
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
[GRAPHIC]
Market Position - High Voltage Power
> $600 million market
> $32M revenues in FY2002
> Leader in Explosive Detection Systems (EDS) Market
> Competitive advantage in:
o Thermo dynamics
o Material sciences
o Electromagnetic field
> Advanced application knowledge in:
o Monoblock technology (hv power + x-ray tube)
o Semiconductor capital equipment
o Medical CT
o Medical oncology
36
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Markets Served - Electronic Components
[GRAPHIC] Electronic Components Division
------------------------------
Military Industrial
Guidance & Weapons Systems Induction Heating
Communications Automotive
Capital Equipment
Commercial
Power Systems Medical
Telecommunications Oncology
Satellite MRI
Meteorological
37
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Market Position - Electronic Components
> $100+ million market
> $12 million revenues in FY2002
> Leader in noise suppression filters and high voltage magnetics
> Advanced application knowledge in:
o Military & commercial radar
o Missile technology
o Medical oncology
o Communications
o Laser guidance systems
[GRAPHICS]
38
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
[GRAPHIC] Markets Served - Medical Systems
National Buying Groups Teaching Institutions
Hospitals Home Health Care
Medical Clinics Private Practitioners
Orthopedic Clinics Chiropractic Clinics
Military Veterinary Clinics
Dental Offices
39
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
[GRAPHIC] Market Position - Medical Imaging
> $2.8 billion market
> $54 million revenues in FY2002
> Over 160 dealers serving 65 countries
> Installed in over 100 Countries
> Largest supplier of general purpose radiographic equipment to independent
dealers in North America
> 70 years of sales and service expertise
> Excellent reputation for supplying high quality, reliable products and
world-class after sales service
[GRAPHIC]
40
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Director and Executive
----------------------
Biographies
-----------
41
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Frank Brady Director Biography
Chairman, Del Global Technologies Corp.
Pro-bono Chairman of the Board of Trustees for Medical Missions for Children
(MMC)
Mr. Brady co-founded MMC in 1999 to help raise the level of health care in
medically underserved communities by enabling doctors to help diagnose and treat
patients, share records and X-rays and talk to physicians in the US real-time
through advanced video conferencing technology. Prior to MMC, Frank conceived
and founded the School of Diplomacy & International Relations at Seton Hall
University for international and US students who wanted a career with the United
Nations.
Frank spent his professional career in the international market. In 1980, after
selling his business to General Electric Company of France (CGE) - a $40 billion
holding company, he joined the Company as a member of the corporate staff of the
Chairman of the Board. Over the next ten years, Frank organized consortiums to
pursue contracts in third world countries. In 1997, he left CGE to form a
partnership with Nissho Iwai, a $40 billion Japanese trading company, to pursue
development projects in third world countries ranging from housing projects and
manufacturing facilities to leasing aircraft.
In addition to serving on the Board of MMC, Mr. Brady is Chairman of Medical
Depot, a member of the Board of Directors of The Correctional Telemedicine
Network, and serves as Chairman of the Telemedicine Task Force for St. Joseph's
Regional Medical Center. Mr. Brady has been honored at the UN, has received a
certificate of Special Congressional Recognition, and in 2003 received the
Federal 100 Award for his contribution to federal information technology.
42
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Director Biography
Glenda Burkhart
Chair, Stock Option and Compensation Committee
Partner, Deltech Consulting Group
As a partner with Deltech Consulting Group, Ms. Burkhart provides management
consulting services to a variety of clients, including Exxon Mobil and British
Airways.
Previously, Glenda was Vice President of Operations and Planning for the Andrew
W. Mellon Foundation, a not-for-profit corporation making grants of
approximately $200 million annually. In this capacity, Glenda had primary
responsibility for the Foundation's planning as well as oversight
responsibilities for human resources, real estate and facilities, communications
and publications, as well as some grantmaking functions. Prior to joining the
Foundation, she was Senior Vice President for Corporate Strategic Planning and
Human Resources at Readers Digest Association; Corporate Vice President for
Strategic Planning, Human Resources and Corporate Communications at Millipore
Corporation; head of Organizational Development for Exxon Chemical; and a
consultant for Bain & Company.
Glenda earned a Bachelor of Arts in Political Science and a Master of Arts in
Education from the University of Missouri.
43
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Director Biography
Samuel E. Park
Director, President and Chief Executive Officer
Mr. Park joined Del as acting CEO in March 2001 and was named CEO and President
in May 2001.
Prior to joining Del, Sam was President and Founder of the Hibernian Consulting
Group, which specialized in helping manufacturing clients increase the value of
their companies. During his career, he has led several industrial businesses,
many of them highly successful turnarounds for multinational divisions of
Fortune 500 companies. Sam has held Group Executive, CEO and Manufacturing
management positions in General Signal Corporation, General Electric Company and
United Utilities PLC. He has been responsible for businesses in 20 countries and
traded in 55 countries.
Sam holds a B.S. (Honors) in Electrical Engineering from the University of
Salford, England. He is a graduate of the Institute of Electrical Engineers in
Great Britain and a graduate of the General Electric Manufacturing Management
Program.
44
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Edgar J. Smith, Jr. Director Biography
Chair, Nominating and Governance Committee
Consultant, National Executive Service Corps.
Retired Vice President, General Counsel and Secretary
Witco Corporation and previously of General Signal Corporation
Mr. Smith joined Del's Board of Directors in December 2002.
Ed has served as VP, General Counsel & Secretary to two multibillion dollar
publicly traded Corporations. From 1997 until he retired in 1998, Mr. Smith
worked for Witco Corporation, a $2 billion leading producer of specialty
chemicals and a NYSE company. From 1960 to 1997 Ed was Vice President, General
Counsel and Secretary of General Signal Corporation, a $2 billion NYSE company.
Mr. Smith has extensive experience as Chief Legal Officer in corporate law,
governance, and regulatory matters; has implemented Business Code of Conduct,
Antitrust, and Environmental Policies; directed shareholder and public
reporting/compliance requirements; and negotiated complex domestic and
international transactions, including acquisitions, divestitures and joint
venture agreements.
Ed received a Bachelor of Arts from Hamilton College and a Juris Doctor from
Columbia University School of Law. In addition to his extensive Not-for-Profit
organizational work, Ed is a member of the American Bar Association, the New
York Bar Association, and the Association of the Bar of the City of New York.
45
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Stephen N. Wertheimer Director Biography
Chair, Audit Committee
Managing Director, W Capital Partners
Since 1996 Mr. Wertheimer has been Managing Director of W Capital, 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, Steve was a managing director at CRT an institutional securities
research and brokerage firm focused on high-yield and convertible debt, capital
structure arbitrage, mergers and acquisitions, special situations and distressed
securities.
Stephen gained significant senior management experience as Managing Director of
PaineWebber Inc., running the Firm's investment banking operations in Asia;
Managing Director at First Chicago Corporation, where he specialized in
tax-structured domestic and international principal investments for major U.S.
corporations; and Vice President with Bank America's tax financing group making
equity investments for the parent corporation.
Mr. Wertheimer is currently a director with three publicly traded companies. At
El Paso Electric he is a member of the Nominating and Corporate Governance
Committee, Executive Committee, International Business Committee, and
Environmental Committee; at Trikon Technologies he is a member of the Audit and
Compensation Committees; and at Morris Material Handling he is the Audit
Committee Chairman and member of the Governance and Nominating Committee.
Mr. Wertheimer obtained his Masters of Management from the Kellogg School
Northwestern University and a Bachelor of Finance & Economics from Indiana
University.
46
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Executive Biography
Thomas V. Gilboy
Chief Financial Officer, Treasurer and Secretary
Mr. Gilboy was named Chief Financial Officer, Treasurer and Secretary in March
2001.
Tom has over 20 years of diversified international financial and operating
experience. Prior to joining Del, he was Chief Financial Officer of Microwave
Power Devices, a NASDAQ listed electronics company. Previous to this, Tom was
CFO in the successful turnaround of PureTec Corporation, a publicly traded
plastics company and provided turnaround consulting, internal auditing and
interim CFO services for public and private industrial and distribution
companies. Previously, he had been CFO of Troy Corporation, a privately owned
specialty chemical company. Tom started his career as a CPA with
PricewaterhouseCoopers and spent the 1980s in investment banking, principally
with JP Morgan Chase and Everen Securities (now Wachovia Securities.)
Tom attended Lehigh University where he earned a bachelor's degree in Business
Administration. He completed his graduate studies at Columbia University where
he received a Master's of Business Administration.
47
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Executive Biography
Edward Ferris
Senior Vice President
Corporate and Organizational Development
Mr. Ferris joined Del in July 2002. As Senior Vice President of Corporate and
Organizational Development, Edward is responsible for corporate development and
planning, information technology, organizational development, human resources
and corporate communication.
Prior to joining Del, Edward owned and managed a management consulting firm
specializing in business and organizational strategy and held executive
positions at ABB, General Signal Corporation and British Telecom, with
responsibilities spanning some 44 countries on six continents.
Edward graduated from Manchester University in England, and holds two
Postgraduate Diplomas in Human Resources Management. He is also a Graduate of
the Institute of Personnel Management in London, England and, as an adjunct
professor, teaches Human Resources Strategic Planning at the Robert J. Milano
Graduate School of Management and Urban Policy in New York City.
48
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Executive Biography
Daniel J. Pisano, PhD.
President, Power Conversion Group
Dr. Pisano joined Del in July 2001.
Prior to joining Del, Dan was the co-founder and President of Dynamic Marketing
Corp. a provider of Internet B2B retail marketing services and President of
Roper Scientific, Inc., a division of Roper Industries Inc. and a manufacturer
of digital cameras. Prior to that, Dan held various executive positions in high
technology with BYK-Gardner, Kollmorgen Corporation, Perkin-Elmer Corporation,
EMI Medical, and the Brookhaven National Laboratory.
Dan holds a bachelor's degree in Physics from Columbia University and a Ph.D. in
Physics from Yale University.
49
[DEL LOGO] Global Technologies Corp.
[GRAPHIC]
- --------------------------------------------------------------------------------
IMAGINE the POWER
- --------------------------------------------------------------------------------
Executive Biography
Walter Schneider
President, Medical Systems Group
Mr. Schneider joined Del Global in September 2000.
Walt has over 44 years of experience in the medical imaging business. As
President of the Medical Systems Group, he has global responsibility for Del
Medical Imaging Corp. and Villa Sistemi Medicali S.p.A.
Prior to joining Del, Walt held several longstanding senior management positions
in Trex Medical Corporation and Raytheon, including: President of Trex Medical's
Bennett X-ray, Continental X-Ray and XRE divisions; President of Raytheon
Medical Systems; and President of AMRAD, a Raytheon Company.
Walt started his career in the medical imaging business in 1958 after serving
three years in the US Army 11th Airborne Division.
50