As filed with the Securities and Exchange Commission
on July 30, 1996
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
of incorporation or (I.R.S. Employer
organization) Identification No.)
One Commerce Park, Valhalla, New York 10595
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(Address of Principal Executive Offices)
DEL GLOBAL TECHNOLOGIES CORP. AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the plan)
Leonard A. Trugman
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Chairman, Chief Executive Officer and President
Del Global Technologies Corp.
One Commerce Park, Valhalla, NY 10595 (914) 686-3600
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(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
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Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered (1) registered (2) per share (3) offering price (3) fee
Common Stock,
$.10 par value 257,500 $8.13 $2,093,475.00 $721.89
per share shares
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(1) The proposed commencement of sales is to be as soon as practicable
after the Registration Statement has become effective and upon the
exercise of any option granted under the Plan.
(2) There are also being registered hereunder such additional shares of
the Registrant's common stock as may be issuable in connection with
adjustments under the Plan to reflect certain changes in the
Registrant's capital structure, including stock dividends or stock
split-ups.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 475(h) under the Securities Act of 1933, as amended.
The calculation of the proposed maximum aggregate offering price has
been based upon (a) the registration hereunder of an aggregate of
257,500 additional shares of the Registrant's common stock to be
issued pursuant to options granted under the Del Global Technologies
Corp. Amended and Restated Stock Option Plan (the "Plan") and (b) the
proposed maximum offering price per share. The proposed maximum
offering price per share represents the average of the high and low
sales prices of $8.50 and $7.75, respectively, of the Registrant's
Common Stock on the Nasdaq National Market on July 26, 1996.
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EXPLANATORY NOTE
The Registration Statement has been prepared in accordance with the
requirements of General Instruction E to Form S-8, as amended. One of the
purposes of this Registration Statement is to register an additional 257,500
shares of Common Stock, $.10 par value per share (the "Common Stock"), of Del
Global Technologies Corp. (the "Company"), which shares of Common Stock have
been reserved for issuance upon the exercise of options to purchase Common Stock
granted pursuant to the Del Global Technologies Corp. Amended and Restated Stock
Option Plan (the "Plan"). 2,321,750 shares of Common Stock (including stock
dividends) have been previously registered for issuance under the Plan and the
Company's 401(k) plan pursuant to Registration Statements on Form S-8 on
January 25, 1988, File No. 33- 19772; September 17, 1992, File No. 33-52088;
May 13, 1994, File No. 33-78910; and December 28, 1995, File No. 33-65439 (the
"Registration Statements"). On February 14, 1996, the shareholders of the
Company authorized the increase in the number of the Common Stock authorized for
issuance under the Plan to 2,547,857. The contents of such Registration
Statements are incorporated herein by reference.
In accordance with General Instruction E to Form S-8, as amended, the
Company has provided the above-referenced information, which information is
required in this Registration Statement and is incorporated herein by reference.
Moreover, as specifically required by General Instruction E, the necessary
opinion and consents are attached hereto as Exhibits 5.0, 23.1, 23.2 and 23.3.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by Del Global
Technologies Corp. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act") or
the Securities Act of 1933, as amended (the "1933 Act"), are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) the Company's Annual Report on Form 10-K as amended for the year ended
July 29, 1995 and the exhibits thereto, filed under Section 15(d) of
the Securities Exchange Act of 1934 as amended (the "Exchange Act")
(File No. 1-10512);
(b) the prospectus of the Company filed pursuant to Rule 424(b)(3) under
the 1933 Act on June 7, 1996;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 27, 1996 and exhibits thereto, filed under Section 15(d) of the
Exchange Act (File No. 1-10512);
(d) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since July 29, 1995 and prior to the
termination of the offering of securities covered by this Registration
Statement; and
(e) the description of the Company's Common Stock contained in a
Registration Statement of the Company filed under the 1934 Act,
including any amendments or reports filed for the purpose of updating
such description.
Item 4. Description of Securities.
The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the Exchange Act as
described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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LEGAL OPINION
The legality 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 member of Tashlik, Kreutzer &
Goldwyn P.C. beneficially owns approximately 10,595 shares of the Company's
Common Stock and options to purchase approximately 29,967 shares of Common
Stock.
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.
Item 6. 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
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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.
(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 omission 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."
The Company maintains directors and officers liability insurance covering
all directors and officers of the Company arising against claims arising out of
the performance of their duties.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion of Tashlik, Kreutzer & Goldwyn P.C. to the
legality of the shares being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
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23.3 Consent of Tashlik, Kreutzer & Goldwyn P.C. (included
in Exhibit 5.1)
Item 9. Undertakings.
(a) 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 the 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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those 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 the 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.
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(b) 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 6 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.
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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-8 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, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Leonard A. Trugman
Leonard A. Trugman Chairman of the Board, July 30, 1996
Chief Executive Officer,
President and Director
/s/ Natan V. Bertman
Natan V. Bertman Director July 30, 1996
/s/ David Michael
David Michael Director July 30, 1996
/s/ James M. Tiernan
James M. Tiernan Director July 30, 1996
/s/ Seymour Rubin
Seymour Rubin Director July 30, 1996
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EXHIBIT INDEX
Sequentially
Numbered Pages
Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn PC.................Page 11
Exhibit 23.1 Consent of Deloitte & Touche LLP.........................Page 13
Exhibit 23.2 Consent of KPMG Peat Marwick LLP.........................Page 14
Exhibit 23.3 Consent of Tashlik, Kreutzer & Goldwyn PC................Page 15
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EXHIBIT 5.1
July 30, 1996
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Gentlemen:
This opinion and the consent to use our name are furnished in connection
with the Registration Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act") by Del Global Technologies Corp., a New York
corporation (the "Company"), for registration under the Act of 257,500 shares of
common stock, par value $.10 per share (the "Common Stock"), which may be issued
upon the exercise of options granted or to be granted under the Company's
Amended and Restated Stock Option Plan (the "Plan").
We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Certificate of Incorporation and By-Laws of the
Company, the Plan, the proceedings taken by the Company with respect to the
filing of such Registration Statement and such other documents as we have deemed
necessary and appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of New York.
2. The 257,500 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued, sold and paid
for in accordance with the Plan, will be duly and validly issued,
fully paid and non- assessable.
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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 Opinion" in the Registration Statement.
Very truly yours,
/s/TASHLIK, KREUTZER & GOLDWYN P.C.
TK&G:rm
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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-8 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
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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
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EXHIBIT 23.3
CONSENT OF COUNSEL
The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
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