As filed with the Securities and Exchange Commission
on July 30, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEL GLOBAL TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
New York 13-1784308
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
One Commerce Park, Valhalla, NY 10595 (914) 686-3600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Leonard A. Trugman
Chairman, Chief Executive Officer and President
Del Global Technologies Corp.
One Commerce Park, Valhalla, NY 10595 (914) 686-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
Martin M. Goldwyn, Esq.
Tashlik, Kreutzer & Goldwyn P.C.
833 Northern Boulevard
Great Neck, NY 11021
(516) 466-8005
-----------------------------------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective. If the only
securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_| If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than
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<PAGE>
securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.|_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.|_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Proposed Proposed
of securities to Amount to maximum maximum Amount of
be registered be offering price aggregate registration
registered per share (1) offering price (1) fee
<S> <C> <C> <C> <C>
Warrants to
purchase shares ....... 48,410
of Common Stock ....... Warrants $1.33 $ 64,385.30 $ 22.20
Shares of
Common Stock,
$.10 par value,
underlying 48,410
Warrants .............. Shares $8.13 $393,573.30 $135.71
-------
Total ................. 48,410
Warrants
48,410
Shares $157.91
=======
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), under the Securities Act of 1933 on the basis of
the average of the high and low prices per share of the Registrant's Common
Stock as reported on the Nasdaq National Market on July 26, 1996.
(2) Represents the difference between the highest exercise price of the
Warrants and the average of the high and low prices per share of the Common
Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION, DATED JULY 30, 1996
Prospectus
- --------------------------------------------------------------------------------
DEL GLOBAL TECHNOLOGIES CORP.
48,410 WARRANTS
48,410 SHARES OF COMMON STOCK UNDERLYING THE WARRANTS
- --------------------------------------------------------------------------------
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").
The Company issued to The Chase Manhattan Bank, N.A., a Selling Shareholder
hereunder, effective March 5, 1996, 17,000 Warrants in connection with an
amended and restated credit agreement, dated March 5, 1996, between the Company
and The Chase Manhattan Bank, N.A. Such Warrants expire on July 31, 2001.
Each Warrant hereunder entitles the owner to purchase one share of Common Stock,
$.10 par value.
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 Nasdaq National Market
("Nasdaq") under the symbol DGTC. On July 26, 1996, the average of the high and
low prices at which the Common Stock was quoted on Nasdaq was $8.13.
____________________
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 Nasdaq, 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
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filing the Registration Statement of which this Prospectus forms a part,
estimated to be $6,157.91, are being paid by the Company.
_____________________
- --------------------------------------------------------------------------------
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.
The date of this Prospectus is ______________, 1996
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<PAGE>
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. Prior to June 10, 1996, the Company's
securities were listed on the American Stock Exchange, Inc., and reports, proxy
statements and other information concerning the Company filed prior to such date
may also be inspected at such exchange's offices at 86 Trinity Place, New York,
New York 10006-1881. The Company's securities are presently listed on the Nasdaq
National Market, and reports, proxy statements and other information concerning
the Company filed subsequent to June 10, 1996 may also be inspected at the
offices of Nasdaq at 1735 K Street, N.W., Washington, D.C.20006-1500.
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.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K, as amended, for the fiscal year
ended July 29, 1995 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 October 28, 1995, February 3, 1996 and April 27,
1996, the Company's definitive Proxy Statement, dated January 17, 1996, the
Company's Current Report on Form 8-K, dated March 21, 1996, as amended by Form
8-K/A, dated May 6, 1996, and the prospectus of the Company filed pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as amended, on June 7, 1996,
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 Global Technologies Corp., One Commerce Park, Valhalla, NY
10595, (914) 686-3600, Attention: Michael H. Taber, Secretary.
THE COMPANY
Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of medical imaging systems and critical electronic
subsystems for medical imaging and diagnostic products. The Company's products
are designed to provide cost-effective, high-quality solutions to the needs of
its customers. The Company's medical imaging systems include mammography
systems, high frequency x-ray generators and x-ray systems (both stationary and
portable) sold under both its tradenames and private labels. The Company's
critical electronic subsystems are custom engineered to complex customer
performance specifications and include high voltage power components, such as
power supplies, capacitors, transformers and pulse forming networks. These
products are utilized by Original Equipment Manufacturers ("OEMs") for medical
imaging and diagnostic products having a broad range of applications such as
computerized tomography ("CT"), magnetic resonance imaging ("MRI"), bone
densitometry, radiography, blood analysis, medical laser surgery and nuclear
medicine. As a result of its record for quality and reliability, the Company has
developed close working relationships with its OEM customers. These
relationships often result in the Company's selection as the sole source
provider of these critical electronic subsystems to OEMS. The Company also
designs,
4
<PAGE>
manufactures and markets precision power conversion products for non-medical
applications and electronic noise suppression systems for telecommunications
equipment.
The Company's medical systems and critical electronic subsystems are
designed to meet the needs of the healthcare industry to reduce medical imaging
and diagnostic costs. The Company focuses its sales, marketing and development
efforts primarily on medical imaging systems and critical electronic subsystems
priced at under $100,000 per unit. The Company's medical imaging systems have a
list price of approximately $9,000 to $70,000 per unit; however, the Company
believes that its products offer comparable performance to competing products
typically priced higher. The Company's cost-effective medical imaging systems
and subsystems also meet the increasing international demand for such products.
The Common Stock was listed on Nasdaq on June 10, 1996 under the symbol
DGTC. Prior to June 10, 1996, the Common Stock was listed on the American Stock
Exchange, Inc. under the symbol DEL.
The Company was organized under the laws of New York in 1954 under the name
Del Electronics Corp. The Company's executive offices are located at One
Commerce Park, Valhalla, New York 10595 and its telephone number is (914) 686-
3600.
5
<PAGE>
THE OFFERING
Common Stock to be issued and outstanding
after exercise of existing
Warrants offered by Selling Shareholders........... 48,410 shares of
Common Stock, $.10
par value
Common Stock to be Outstanding after the
Offering........................................... 7,165,151 shares of Common
Stock, $.10 par value
Nasdaq National Market Symbol...................... DGTC
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 30, 1996 and as adjusted to reflect
the sale of shares of Common Stock offered by this Prospectus. All information
with respect to stock ownership has been furnished to the Company by the
respective Selling Shareholders.
Mr. Stanley Wunderlich, a Selling Shareholder, is a consultant to the
Company. Such Selling Shareholder was issued 30,000 Warrants in connection with
a consulting agreement, dated January 1, 1996, between the Company and such
Selling Shareholder. Each Warrant entitles the holder to purchase one share of
the Company's Common Stock and is exercisable at any time through December 31,
2000. The exercise price of each Warrant was $6.56 per share, subject to
adjustment from time to time pursuant to the anti-dilution provisions set forth
in such Warrant. As a result of one 3% stock dividend, the number of Warrants
was increased to 30,900 and the exercise price was reduced to $6.37 per share.
The Chase Manhattan Bank, N.A. is the Company's institutional lender. Such
Selling Shareholder was issued 17,000 Warrants in connection with the execution
and delivery of an amended and restated credit agreement, dated March 5, 1996,
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 31, 2001 and (ii) any extension of such
date effected pursuant to the terms of the Warrant Agreement. The exercise price
of each Warrant was $7.00 per share, subject to adjustment from time to time
pursuant to the anti-dilution provisions set forth in such Warrant. As a result
of one 3% stock dividend,
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<PAGE>
the number of Warrants owned by The Chase Manhattan Bank, N.A. was increased to
17,510 and the exercise price was reduced to $6.80 per share.
The Company has filed the Registration Statement of which this Prospectus
forms a part to comply with the exercise by The Chase Manhattan Bank, N.A. of a
demand registration right granted to such Selling Shareholder. Mr. Stanley
Wunderlich, the other Selling Shareholder, has elected to register his Warrants
and the shares of Common Stock underlying such Warrants through the exercise of
certain piggyback registration rights previously granted to such Selling
Shareholder.
<TABLE>
<CAPTION>
Shares Underlying Shares Owned
Owned Warrants After Offering
Prior to Shares to to be ---------------
Selling Shareholders Offering be Sold Sold Number Percent
<S> <C> <C> <C> <C> <C>
The Chase Manhattan 33,764 --- 17,510 33,764 *
Bank, N.A. (1)
Stanley Wunderlich --- --- 30,900 ---
-------- ------- ------- ------- -------
TOTAL --- --- 48,410 33,764 *
========================= ======== ======= ======= ======= =======
</TABLE>
FOOTNOTES
_________________________
(1) Shares owned include 33,764 shares, a warrant for which is held by
Chase Manhattan Investment Holdings, Inc., an affiliate of The Chase
Manhattan Bank, N.A. Such warrant is presently exercisable.
* 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 30, 1996.
7
<PAGE>
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Shareholders in one
or more transactions on Nasdaq, 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 6,957,028 shares are issued
and outstanding as of July 17, 1996. 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.
Chemical Mellon Shareholder Services, 450 West 33rd Street, New York, New
York 10001, 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. A certain member of Tashlik,
Kreutzer & Goldwyn P.C. beneficially owns approximately 10,595 shares of the
Company's Common Stock and stock options to purchase an aggregate of
approximately 29,967 additional shares of Common Stock.
8
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K as amended as of
July 30, 1994 and July 29, 1995 and for each of the three years in the period
ended July 29, 1995 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.
The statement of net assets to be acquired as of December 31, 1995 and the
statements of revenues and expenses for the years ended December 31, 1994 and
1995 of the Gendex Medical Division of DENTSPLY International, Inc. incorporated
herein by reference from the Company's prospectus filed on June 7, 1996, have
been incorporated by reference in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, and upon the authority of said
firm as experts in auditing and accounting.
9
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
48,410 WARRANTS TO
PURCHASE COMMON STOCK
48,410 SHARES OF COMMON STOCK
UNDERLYING WARRANTS
____________________
P R O S P E C T U S
____________________
_________________
TABLE OF CONTENTS
_________________
Page
Available Information.......................3
Incorporation of Certain
Information by Reference....................4
The Company.................................4
The Offering................................6
Selling Shareholders........................6
Plan of Distribution........................8
Description of
Capital Stock...............................8
Legal Matters...............................8
Experts.....................................9 __________, 1996
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.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
It is estimated that the following expenses will be incurred in connection
with the proposed offering hereunder. All of such expenses will be borne by the
Company.
Registration fee-Securities and
Exchange Commission................................................. $ 157.91
Legal fees and expenses............................................. 3,000.00
Accounting fees and expenses........................................ 2,500.00
Blue sky fees and expenses
(including counsel fees).......................................... -0-
Miscellaneous....................................................... 500.00
----------
TOTAL............................................................. $ 6,157.91
==========
Item 15. Indemnification of Directors and Officers.
(a) Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general, a New York corporation to indemnify any person made, or threatened
to be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of the corporation, or served another entity in
any capacity at the request of the corporation, against any judgment, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or in the case of service for another entity, not
opposed to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.
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<PAGE>
(b) Paragraph TWELFTH of the Company's Certificate of Incorporation limits
directors' liability as permitted by Section 402(b) of the NYBCL and reads in
its entirety as follows:
"TWELFTH: No director of the Corporation shall be personally
liable to the Corporation or its shareholders for damages for any
breach of duty in such capacity, provided that nothing contained
in this Article shall eliminate or limit:
(a) the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved intentional misconduct or
a knowing violation of law or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled or that his acts violated section 719 of the New York
Business Corporation Law, or
(b) the liability of any director for any act or omission prior
to the adoption of the amendment including this paragraph in the
Certificate of Incorporation of the Corporation."
Item 16. Exhibits.
Exhibit
Number Description of Document Footnotes
_______ ________________________________ ________
4.1 Warrant Agreement between Del Global Technologies (1)
Corp. and The Chase Manhattan Bank, N.A. dated
March 5, 1996
4.2 Warrant Certificate of The Chase Manhattan (2)
Bank, N.A.
4.3 Waiver and Modification Agreement between (3)
Del Global Technologies Corp. and The Chase
Manhattan Bank, N.A. dated April 25, 1996
4.4 Warrant Certificate of Stanley Wunderlich (4)
4.5 Copy of Del Global Technologies Corp. Amended and (5)
Restated Stock Option Plan (the "Plan")
4.6 Option Agreement, substantially in the form used in (6)
connection with options granted under the Plan
*5.1 Opinion and Consent of Tashlik, Kreutzer & Goldwyn P.C.
II
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*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of KPMG Peat Marwick LLP
*23.3 Consent of Tashlik, Kreutzer & Goldwyn P.C.
(contained in Exhibit 5.1)
_____________
*Filed herewith
(1) Filed as Exhibit 4.1 to Del Global Technologies Corp. Current Report
on Form 8-K filed March 21, 1996 and incorporated herein by reference.
(2) Filed as Exhibit 4.1 to Del Global Technologies Corp. Current Report
on Form 8-K filed March 21, 1996 and incorporated herein by reference.
(3) Filed as Exhibit 10.25 to Del Global Technologies Corp. Registration
Statement on Form S-2 (No. 333-02991) and incorporated herein by
reference.
(4) Filed as Exhibit 10.6 to Del Global Technologies Corp. Registration
Statement on Form S-2 (No. 333-02991) and incorporated herein by
reference.
(5) Filed as Exhibit A to Del Global Technologies Corp. Proxy Statement
dated January 26, 1994 and incorporated herein by reference.
(6) Filed as Exhibit 4.8 to Del Global Technologies Corp. Annual Report on
Form 10-K for the year ended July 30, 1994 and incorporated herein by
reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration
statement (or the most recent post- effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement; provided,
however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective
amendment by those
III
<PAGE>
paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That for the purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
IV
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Mt. Pleasant, State of New York, on the 30th day of
July, 1996.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Leonard A. Trugman
Leonard A. Trugman, Chairman, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/ Leonard A. Trugman July 30, 1996
Leonard A. Trugman Chairman of the Board,
Chief Executive Officer,
and President
/s/ Natan V. Bertman July 30, 1996
Natan V. Bertman Director
/s/ David Michael July 30, 1996
David Michael Director
/s/ James M. Tiernan July 30, 1996
James M. Tiernan Director
/s/ Seymour Rubin July 30, 1996
Seymour Rubin Director
V
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Pages
Number Description of Document and Footnotes
_______ _______________________________________ ______________
4.1 Warrant Agreement between Del Global Footnote (1)
Technologies Corp. and The Chase
Manhattan Bank, N.A. dated March 5, 1996.
4.2 Warrant Certificate of The Chase Manhattan Bank, N.A. Footnote (2)
4.3 Waiver and Modification Agreement between Footnote (3)
Del Global Technologies Corp. and The Chase
Manhattan Bank, N.A. dated April 25, 1996
4.4 Warrant Certificate of Stanley Wunderlich Footnote (4)
4.5 Copy of Del Global Technologies Corp. Amended Footnote (5)
and Restated Stock Option Plan(the "Plan")
4.6 Option Agreement, substantially in the form used in Footnote (6)
connection with options granted under the Plan
*5.1 Opinion and Consent of Tashlik, Kreutzer & Goldwyn P.C. Page VII
*23.1 Consent of Deloitte & Touche LLP Page VIII
*23.2 Consent of KPMG Peat Marwick LLP Page IX
*23.3 Consent of Tashlik, Kreutzer & Goldwyn P.C. Page X
(contained in Exhibit 5.1)
____________________
*Filed herewith
(1) Filed as Exhibit 4.1 to Del Global Technologies Corp. Current Report
on Form 8-K filed March 21, 1996 and incorporated herein by reference.
(2) Filed as Exhibit 4.1 to Del Global Technologies Corp. Current Report
on Form 8-K filed March 21, 1996 and incorporated herein by reference.
(3) Filed as Exhibit 10.25 to Del Global Technologies Corp. Registration
Statement on Form S-2 (No. 333-02991) and incorporated herein by
reference.
(4) Filed as Exhibit 10.6 to Del Global Technologies Corp. Registration
Statement on Form S-2 (No. 333- 02991) and incorporated herein by
reference.
(5) Filed as Exhibit A to Del Global Technologies Corp. Proxy Statement
dated January 26, 1994 and incorporated herein by reference.
(6) Filed as Exhibit 4.8 to Del Global Technologies Corp. Annual Report on
Form 10-K for the year ended July 30, 1994 and incorporated herein by
reference.
VI
EXHIBIT 5.1
July 30, 1996
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
Gentlemen:
As counsel for Del Global Technologies Corp., a New York corporation (the
"Corporation"), we are familiar with the Certificate of Incorporation and
By-laws of the Corporation and the corporate proceedings taken by the
Corporation in connection with the preparation and filing of a Registration
Statement on Form S-3 ("Registration Statement") covering a proposed
registration and sale by certain holders of 48,410 Warrants ("Warrants") and
48,410 shares of the Corporation's common stock, $.10 par value per share (the
"Common Stock"), underlying such Warrants ("Warrant Shares").
Based upon the foregoing, we are of the opinion that:
1. The Corporation is a duly organized and validly existing
corporation under the laws of the State of New York; and
2. The Warrant Shares will be duly authorized and legally issued, and
when the Warrants are exercised in accordance with their terms, as
described in the Registration Statement, the Warrant Shares will be fully
paid and non-assessable.
A member of this firm beneficially owns shares of Common Stock and
options to purchase additional shares of Common Stock.
We hereby consent to the use of this opinion as an exhibit to the
aforementioned Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/TASHLIK, KREUTZER & GOLDWYN P.C.
VII
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Del Global Technologies Corp. (formerly Del Electronics Corp.) on Form S-3 of
our report dated October 23, 1995 appearing in the Annual Report on Form 10-K as
amended of Del Global Technologies Corp. for the year ended July 29, 1995 and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
July 29, 1996
VIII
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
DENTSPLY International, Inc.
We consent to the use of our report dated February 9, 1996, relating to the
statement of net assets to be acquired as of December 31, 1995 and the
statements of revenues and expenses for the years ended December 31, 1994 and
1995 of the Gendex Medical Division of DENTSPLY International, Inc. incorporated
herein by reference from the Del Global Technologies Corp. Prospectus filed on
June 7, 1996, and to the reference to our firm under the heading "Experts" in
this prospectus.
KPMG Peat Marwick LLP
Chicago, Illinois
July 30, 1996
IX
EXHIBIT 23.3
CONSENT OF COUNSEL
The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
X
