Prospectus
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DEL ELECTRONICS CORP.
231,656 SHARES
OF COMMON STOCK, $.10 PAR VALUE
321,574 WARRANTS
321,574 SHARES OF COMMON STOCK UNDERLYING THE WARRANTS
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All of the shares of common stock offered hereby (the "Common Stock") are being
sold by the Selling Shareholders identified under the caption "Selling
Shareholders" (the "Selling Shareholders").
Del Electronics Corp. (the "Company") and certain selling shareholders entered
into an underwriting agreement on May 29, 1991 with Laidlaw Equities, Inc., a
Selling Shareholder hereunder, in connection with a public offering of 1,060,000
shares of Common Stock of the Company. Pursuant to such underwriting agreement,
the Company agreed to sell to such Selling Shareholder or its designees, 100,000
warrants (the "Warrants") in consideration of the sum of $100. Such Selling
Shareholder designated Colman Abbe, a Selling Shareholder, as a recipient of
50,000 of such Warrants. Such Warrants expire on June 4, 1996.
The Company issued to Aeroflex Incorporated, a Selling Shareholder hereunder,
formerly named ARX, Inc., effective October 7, 1991, 75,000 Warrants in
connection with the acquisition by the Company of certain selected inventory and
selected related assets of Filtron Co., Inc., a subsidiary of such Selling
Shareholder. Such Warrants expire on October 7, 1996.
The Company issued to Stanley Wunderlich, a Selling Shareholder hereunder,
effective January 3, 1995, 25,000 Warrants in connection with a consulting
agreement, dated January 1, 1995, between the Company and such Selling
Shareholder. Such Warrants expire on December 31, 1999.
The Company issued to Chase Manhattan Investment Holdings, Inc., a Selling
Shareholder hereunder, effective May 10, 1994, 30,000 Warrants in connection
with a modified and restated credit agreement, dated May 10, 1994, between the
Company and The Chase Manhattan Bank, N.A. Such Warrants expire on May 10, 1999.
<PAGE>
The Company issued to Chatfield Dean & Co., Russell J. Greenberg, Shail B.
Sheth, Kenneth L. Greenberg, J. Shaine Gross and Rebecca L. Miller, Selling
Shareholders hereunder, effective April 17, 1995, 17,500, 9,000, 3,000, 3,000,
1,500 and 1,000 Warrants, respectively, in connection with an investment banking
agreement, dated April 13, 1995, between the Company and Chatfield Dean & Co.
Such Warrants expire on April 16, 2000.
Each Warrant hereunder entitles the owner to purchase one share of Common Stock,
$.10 par value.
The Company issued Warrants to twelve Selling Shareholders, effective April 2,
1990, in connection with a private placement. All of such Warrants were
exercised by such Selling Shareholders and the Shares issued in connection with
such exercise are being registered pursuant to this Registration Statement.
In connection with the acquisition by the Company of all of the assets of Bertan
Associates, Inc. on May 24, 1994, the Company issued to Lester Bertan, Howard
Bertan and Karl Reuchlein 90,899, 90,899 and 18,202 shares of Common Stock,
respectively.
The total number of Warrants and Shares described herein was increased to
reflect various stock dividends and the exercise price of the Warrants was
correspondingly reduced. The Company will not receive any of the proceeds from
the sale of the Common Stock. See "Selling Shareholders" and "Description of
Capital Stock".
The Common Stock of the Company is traded on the American Stock Exchange
("AMEX") under the symbol DEL. On July 10, 1995, the average of the high and low
prices at which the Common Stock was quoted on the AMEX was $5.78.
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This offering is not being underwritten. The shares of Common Stock being
offered hereunder may be sold from time to time by the Selling Shareholders
in one or more transactions on the AMEX, in block transactions, in
negotiated transactions or by a combination of such methods of offering at
prevailing market prices, at prices related to prevailing market prices or
negotiated prices. All of the expenses of preparing and filing the
Registration Statement of which this Prospectus forms a part, estimated to
be $21,633.69 are being paid by the Company.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 1, 1995.
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No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities in any
circumstance in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any time subsequent to its
date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The
Company's securities are listed on the American Stock Exchange, Inc., and
reports, proxy statements and other information concerning the Company may also
be inspected at such exchange's offices at 86 Trinity Place, New York, New York
10006-1881.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement") of which this
Prospectus is a part, including exhibits relating thereto, which has been filed
with the Commission in Washington, D.C. Copies of the Registration Statement and
the exhibits thereto may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge, at the office of the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended July
30, 1994 heretofore filed by the Company with the Commission (File No. 1-10512)
pursuant to the 1934 Act, the Company's quarterly reports on Form 10-Q for the
quarters ended April 29, 1995, January 28, 1995 and October 29, 1994, the
Company's definitive Proxy Statement, dated January 17, 1995, and the Company's
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<PAGE>
Current Report on Form 8-K, dated June 10, 1994, as amended by Form 8-K/A, dated
August 8, 1994, are hereby incorporated herein by reference.
Each document filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of
this offering shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of the filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document incorporated
by reference in this Prospectus (other than exhibits unless such exhibits are
expressly incorporated by reference in such documents). Requests should be
directed to Del Electronics Corp., One Commerce Park, Valhalla, NY 10595, (914)
686-3600, Attention: Michael Taber, Chief Financial Officer and Secretary.
THE COMPANY
The Company is comprised of five operations that are involved in the
design, manufacture and marketing of medical imaging and special electronic
components for medical, industrial and defense applications and diagnostic OEM
("Original Equipment Manufacturer") equipment. These products are sold
throughout the world to a broad range of OEM customers, distributors,
radiologists and defense agencies.
Dynarad Corp., a wholly owned subsidiary, manufactures and markets
mobile medical imaging systems, mammography equipment, portable dental x-ray
units and advance neo-natal imaging systems. These cost-effective systems are
utilized by hospitals, clinics, private practices, sports complexes and defense
forces.
The Power Conversion Division provides standard and custom high voltage
power supplies, transformers and custom low voltage power supplies. These
products are sold to medical, commercial and defense customers. Medical
applications include CAT scanning, MRI scanning, laser surgery, nuclear
medicine, blood analysis and cancer therapy. Other applications include airport
security systems, ion implantation, laser machining, electron beam welding,
energy exploration, CRT's and radar systems.
RFI Corporation, a wholly owned subsidiary, designs and manufactures
electronic noise suppression filters, high voltage capacitors, pulse
transformers, pulse forming networks and specialty magnetics. The filter
products are used to suppress interference signals that can affect the operation
of electronic equipment. Applications include telecommunications systems, data
communication equipment and computer systems. High voltage capacitors are used
in laser surgery, power conversion, radar and pulse forming applications.
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Del Medical Systems Corp., a wholly owned subsidiary, markets medical
diagnostic products on a worldwide basis. These products are sold to hospitals
as well as alternate care providers.
Bertan High Voltage Corp., a wholly owned subsidiary, designs and
manufactures precision high voltage power supplies and instrumentation. These
products are utilized in many medical and industrial applications, including
medical instrumentation, scanning electron microscopes, x-ray instrumentation
and electronic beam systems.
The Common Stock was listed on the AMEX on April 17, 1990 under the symbol
DEL.
The Company was organized under the laws of New York in 1954. The Company's
executive offices are located at One Commerce Park, Valhalla, New York 10595 and
its telephone number is (914) 686-3600.
THE OFFERING
Common Stock Issued and Outstanding
to be offered by Selling Shareholders........ 231,655 shares of Common
Stock, $.10 par value
Common Stock to be issued and outstanding
after exercise of existing
Warrants offered by Selling Shareholders..... 321,574 shares of
Common Stock, $.10
par value
Common Stock to be Outstanding after the
Offering..................................... 4,399,836 shares of Common
Stock, $.10 par value
AMEX Symbol.................................. DEL
SELLING SHAREHOLDERS
The Selling Shareholders listed in the table below have indicated their
intention to register their Warrants or sell the number of shares of Common
Stock set forth opposite their respective names. The table sets forth
information with respect to the ownership of the Company's Warrants or Common
Stock by the Selling Shareholders as of July 6, 1995 and as adjusted to reflect
the sale of shares offered by this
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Prospectus. All information with respect to stock ownership has been
furnished to the Company by the respective Selling Shareholders.
On May 29, 1991, the Company entered into an underwriting agreement
with one of the Selling Shareholders, Laidlaw Equities, Inc. ("Laidlaw"). In
connection therewith, the Company issued to Laidlaw or its designees, Warrants
to purchase 100,000 shares of the Company's Common Stock. Such Selling
Shareholder designated Colman Abbe, a Selling Shareholder, as a recipient of
50,000 of such Warrants. Each Warrant entitles the holder to purchase one share
of the Company's Common Stock and is exercisable at any time through June 4,
1996. The exercise price of each Warrant was $7.20 per share, subject to
adjustment from time to time pursuant to the anti-dilution provisions set forth
in such Warrant. As a result of various stock dividends, the number of Warrants
owned by Laidlaw and Colman Abbe was increased to 65,128 each and the exercise
price was reduced to $5.52 per share.
Mr. Natan V. Bertman, a Selling Shareholder, is a Director of the
Company. Mr. Seymour Rubin, a Selling Shareholder, is a Director and Vice
President of the Company and President of RFI Corporation, a wholly owned
subsidiary of the Company. Mr. Theodore Wm. Tashlik, a Selling Shareholder, is a
member of the law firm of Tashlik, Kreutzer & Goldwyn P.C., counsel to the
Company. Mr. Philip Rosenberg, a Selling Shareholder, is an accountant with the
accounting firm of David Michael & Co., P.C., which provides certain accounting
services for the Company. On April 2, 1990, in connection with a private
placement, the Company issued to Messrs. Bertman, Rubin, Tashlik and Rosenberg,
Warrants, all of which were exercised, to purchase 2,166, 1,354, 1,000 and 125
shares, respectively, of the Company's Common Stock. The number of shares
underlying such Warrants was increased to 2,824, 1,765, 1,302 and 162,
respectively, as a result of various stock dividends.
Mr. Howard Bertan, a Selling Shareholder, is the President of Bertan
High Voltage Corp. Such Selling Shareholder was issued 90,899 shares of Common
Stock of the Company in connection with the acquisition by the Company of all of
the assets of Bertan Associates, Inc., the predecessor of Bertan High Voltage
Corp. The number of shares was increased to 99,325 as a result of three 3% stock
dividends. Messrs. Lester Bertan and Karl Reuchlein, Selling Shareholders, were
issued 90,899 and 18,202 shares, respectively, of Common Stock of the Company in
connection with such acquisition. The number of shares was increased to 99,325
and 19,889, respectively, as a result of three 3% stock dividends.
Mr. Stanley Wunderlich, a Selling Shareholder, is a consultant to the
Company. Such Selling Shareholder was issued 25,000 Warrants in connection with
a consulting agreement, dated January 1, 1995, between the Company and such
Selling Shareholder. As a result of one 3% stock dividend, the number of
Warrants was increased to 25,750 and the exercise price was reduced to $5.34 per
share.
Chatfield Dean & Co., Russell J. Greenberg, Shail B. Sheth, Kenneth L.
Greenberg, J. Shaine Gross and Rebecca L. Miller, Selling Shareholders, provide
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investment banking services to the Company. Such Selling Shareholders were
issued an aggregate 35,000 Warrants in connection with an investment banking
agreement, dated April 13, 1995, between the Company and Chatfield Dean & Co. As
a result of one 3% stock dividend, the aggregate number of Warrants were
increased to 36,050 and the exercise price was reduced to $5.34 per share.
Chase Manhattan Investment Holdings, Inc., a Selling Shareholder, is
affiliated with The Chase Manhattan Bank, N.A., the Company's lender. Such
Selling Shareholder was issued 30,000 Warrants in connection with a modified and
restated credit agreement, dated May 10, 1994, between the Company and The Chase
Manhattan Bank, N.A. Each Warrant entitles the holder to purchase one share of
the Company's Common Stock and is exercisable at any time through the later of
(i) July 11, 1999 and (ii) any extension of such date effected pursuant to the
terms of the Warrant Agreement. The exercise price of each Warrant was $7.16 per
share, subject to adjustment from time to time pursuant to the anti-dilution
provisions set forth in such Warrant. Pursuant to an Amendment to Warrant
Agreement, dated January 27, 1995, executed in connection with the Third
Amendment to Modified and Restated Credit Agreement, dated January 17, 1995, the
exercise price of each Warrant was reduced to $5.50 per share. As a result of
two 3% stock dividends, the number of Warrants owned by Chase Manhattan
Investment Holdings, Inc., was increased to 31,827 and the exercise price was
reduced to $5.34 per share.
The Company has filed the Registration Statement of which this
Prospectus forms a part to comply with the exercise by the Selling Shareholders,
Laidlaw and Colman Abbe, of a demand registration right granted to such Selling
Shareholders, and to comply with a piggyback registration granted to all of the
other Selling Shareholders.
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<TABLE>
<CAPTION>
Shares Owned After
Shares Offering
Underlying ------------------
Shares Owned Shares to Warrants to
Selling Shareholders Prior to Offering be Sold be Sold Number Percent
- -------------------- ----------------- --------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
Laidlaw Equities, Inc. ---- ---- 65,128 ---- ----
Colman Abbe ---- ---- 65,128 ---- ----
Aeroflex Incorporated ---- ---- 97,691 ---- ----
Chase Manhattan
Investment Holdings, Inc. ---- ---- 31,827 ---- ----
Stanley Wunderlich ---- ---- 25,750 ---- ----
Chatfield Dean & Co. ---- ---- 18,025 ---- ----
Russell J. Greenberg ---- ---- 9,270 ---- ----
Shail B. Sheth ---- ---- 3,090 ---- ----
Kenneth L. Greenberg ---- ---- 3,090 ---- ----
J. Shaine Gross ---- ---- 1,545 ---- ----
Rebecca L. Miller ---- ---- 1,030 ---- ----
Lester Bertan 99,519 99,325 ---- 194 *
Howard Bertan (1) 118,573 99,325 ---- 19,248
Karl Reuchlein 19,889 19,889 ---- -0- *
Philip and Elizabeth Yonks 17,921 406 ---- 17,515 *
Garden State Lumber
Products Corp. 14,078 2,824 ---- 11,254 *
Florence Liebert 5,621 1,128 ---- 4,493 *
Cynthia J. Jacobson 14,473 1,058 ---- 13,415 *
Natan V. Bertman (2) 98,955 2,824 ---- 96,131 2.30%
Joseph A. Stefanowicz 3,075 281 ---- 2,794 *
</TABLE>
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<TABLE>
<CAPTION>
Shares Owned After
Shares Offering
Underlying ------------------
Shares Owned Shares to Warrants to
Selling Shareholders Prior to Offering be Sold be Sold Number Percent
- -------------------- ----------------- --------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
Nanci Slater 423 423 ---- -0- *
Matthew Slater 423 423 ---- -0- *
Seymour Rubin (3) 89,492 1,765 ---- 87,727 2.11%
Stanley and Sheila Hittman 2,600 521 ---- 2,079 *
Philip Rosenberg 162 162 ---- -0- *
Theodore Wm. Tashlik (4) 25,567 1,301 ---- 24,266 *
------------- --------- ----------- ------ --------
TOTAL 510,771 231,655 321,574 279,116 6.41%
<FN>
FOOTNOTES
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* Represents less than 1% of the outstanding shares of Common Stock of
the Company including shares issuable under options which are
presently exercisable or which became exercisable within 60 days of
July 12, 1995.
(1) Shares owned include 19,123 shares, options for which are presently
exercisable or will become exercisable within 60 days of July 12,
1995.
(2) Shares owned include include 64,869 shares, options for which are
presently exercisable or will become exercisable within 60 days of
July 12, 1995.
(3) Shares owned include include 80,161 shares, options for which are
presently exercisable or will become exercisable within 60 days of
July 12, 1995.
(4) Shares owned include include 24,266 shares, options for which are
presently exercisable or will become exercisable within 60 days of
July 12, 1995.
</FN>
</TABLE>
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PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholders in
one or more transactions on the AMEX, in block transactions, in negotiated
transactions or a combination of such methods of sale at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. These transactions may be effected by the
Selling Shareholders through one or more broker-dealers who may act as principal
or who may receive compensation in the form of concessions or commissions from
the Selling Shareholders or the purchasers of the shares for whom they act as
agent, in such amounts as are customary in connection with similar transactions.
The Company has agreed to bear all expenses in connection with the registration
of the shares.
The Company will receive no proceeds from the sale by the Selling
Shareholders of their shares of Common Stock.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 10,000,000
shares of Common Stock, par value $.10 per share, of which 4,078,262 shares are
issued and outstanding. Each share of Common Stock entitles the holder to one
vote on all matters submitted to a vote of shareholders. All shares of Common
Stock have equal rights and are entitled to such dividends as may be declared by
the Board of Directors out of funds legally available therefor and to share
ratably upon liquidation in the assets available for distribution to
stockholders. The Common Stock is not subject to call or assessment, has no
preemptive conversion or cumulative voting rights and is not subject to
redemption. The Company has only one class of directors.
Mellon Financial Services, Services Department, 85 Challenger Road,
Overpeck Center, Ridgefield Park, New Jersey 07660, is the transfer agent and
the registrar of the Common Stock.
LEGAL MATTERS
The validity of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021.
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EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended July 30, 1994 have been audited by Deloitte
& Touche LLP, independent auditors as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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DEL ELECTRONICS CORP.
231,656 COMMON STOCK
321,574 WARRANTS TO
PURCHASE COMMON STOCK
321,574 SHARES
UNDERLYING WARRANTS
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P R O S P E C T U S
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TABLE OF CONTENTS
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Page
----
Available Information 3
Incorporation of Certain
Information by Reference 3
The Company 4
The Offering 5
Selling Shareholders 5
Plan of Distribution 10
Description of Capital Stock 10
Legal Matters 10
Experts 11
August 1, 1995
No dealer, salesman or any other person has
been authorized to give any information or to
make any representations other than those
contained in this Prospectus and, if given or
made, such information or representations
must not be relied upon as having been
authorized by the Company or the Selling
Shareholders. Neither the delivery of this
Prospectus nor any sale made hereunder
shall, under any circumstances, create any
implication that there has been no change in
the affairs of the Company since the date
hereof. This Prospectus does not constitute
an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is
not authorized or in which the person making
such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to
make such offer or solicitation.
