As filed with the Securities and Exchange Commission
on November 18, 1997
Registration No. 333-37825
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
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 Identification No.)
organization)
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
<PAGE>
1933, other than 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. |_|
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.
ii
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 18, 1997
Prospectus
- --------------------------------------------------------------------------------
DEL GLOBAL TECHNOLOGIES CORP.
10,609 SHARES
OF COMMON STOCK, $.10 PAR VALUE
25,000 WARRANTS
25,000 SHARES OF COMMON STOCK UNDERLYING THE WARRANTS
- -------------------------------------------------------------------------------
All of the shares of common stock offered hereby (the "Common Stock") are being
sold, and all the shares underlying the Warrants are being resold, by the
Selling Shareholders identified under the caption "Selling Shareholders" (the
"Selling Shareholders").
Del Global Technologies Corp. (the "Company") issued to Stanley Wunderlich, a
Selling Shareholder hereunder, effective December 31, 1996, 25,000 Warrants in
connection with a consulting agreement, dated December 31, 1996, between the
Company and such Selling Shareholder. Such Warrants expire on December 31, 2001.
The Company issued to Roger Winston, a Selling Shareholder hereunder,
effective January 15, 1996, 10,000 Warrants in connection with a consulting
agreement, dated January 15, 1996, between the Company and such Selling
Shareholder. All of such Warrants were exercised by such Selling Shareholder and
the shares issued in connection with such exercise are being registered pursuant
to this Registration Statement.
Each Warrant hereunder entitles the owner to purchase one share of Common Stock,
$.10 par value.
The total number of Shares described herein was increased to reflect various
stock dividends. The Company will receive the proceeds from the exercise of the
Warrants but will not receive any of the proceeds from the sale of the Common
Stock or from the resale of the shares underlying the Warrants. 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 November 17, 1997, the average of the high
and low prices at which the Common Stock was quoted on Nasdaq was $10.06.
1
<PAGE>
____________________
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 filing the Registration Statement
of which this Prospectus forms a part, estimated to be $6,213.03, 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 ______________, 1997
2
<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. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of such Web site is (http://www.sec.gov). The
Company's securities are listed on the Nasdaq National Market, and reports,
proxy statements and other information concerning the Company may 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.
3
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
August 2, 1997 heretofore filed by the Company with the Commission (File No. 0-
3319) pursuant to the 1934 Act and the Company's definitive Proxy Statement,
dated January 14, 1997, 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, manufactures and markets precision power conversion products for non-
medical applications and electronic noise suppression systems for
telecommunications equipment.
4
<PAGE>
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.
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 Issued and Outstanding to be
offered by Selling Shareholders.................. 10,609 shares of Common
Stock, $.10 par value
Common Stock to be Issued and Outstanding after
exercise of existing Warrants offered by Selling
Shareholder...................................... 7,482,047 shares of Common
Stock, $.10 par value
Common Stock to be Outstanding after the Offering 7,482,047 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 resell to the public the number of
shares of Common Stock set forth opposite their respective names. The shares
covered by this Prospectus are being registered to permit public secondary
trading of the Common Stock received by Mr. Winston upon the exercise of the
Warrants and the shares of Common Stock issuable upon exercise of the Warrants
and the Selling Security Holders may offer the securities for resale from time
to time. See "Plan of Distribution." The table sets forth information with
respect to the ownership of the Company's Warrants or Common Stock by the
Selling Shareholders as of November 18, 1997 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 25,000 Warrants in connection with
a consulting agreement, dated December 31, 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,
2001. The exercise price of each Warrant was $8.50 per share, subject to
adjustment from time to time pursuant to the anti-dilution provisions set forth
in such Warrant.
Mr. Roger J. Winston, a Selling Shareholder, is a consultant to the
Company. Such Selling Shareholder was issued 10,000 Warrants in connection with
a consulting agreement, dated January 15, 1996, between the Company and such
Selling Shareholder. Each Warrant entitled the holder to purchase one share of
the Company's Common Stock and was exercisable at any time through January 15,
6
<PAGE>
2001. The exercise price of each Warrant was $7.25 per share, subject to
adjustment from time to time pursuant to the anti-dilution provisions set forth
in such Warrant. As a result of two 3% stock dividends, the number of Shares
underlying the Warrants was increased to 10,609 and the exercise price was
reduced to $6.83 per share. On May 20, 1997, Mr. Winston exercised such
Warrants.
The Company has filed the Registration Statement of which this
Prospectus forms a part to comply with the exercise by Stanley Wunderlich of a
demand registration right granted to such Selling Shareholder. Mr. Roger Winston
has elected to register his shares of Common Stock issued in connection with the
exercise of his Warrants through the exercise of certain piggyback registration
rights previously granted to such Selling Shareholder.
- --------------------------------------------------------------------------------
Shares Owned
Shares After Offering
Underlying ---------------
Selling Shares Owned Shares to Warrants to
Shareholders Prior to Offering be Sold be Resold1 Number Percent
- --------------------------------------------------------------------------------
Stanley Wunderlich --- --- 25,000 --- *
Roger Winston2 11,154 10,609 --- 545 *
- --------------------------------------------------------------------------------
TOTAL 11,154 10,609 25,000 545 *
- -------------------------------------------------------------------------------
- -------------------------
1 Under this Prospectus, Mr. Wunderlich may resell the shares of Common Stock
underlying his Warrants to the public.
2 Amount does not include 545 shares of Common Stock owned by Mr. Winston's
wife or 545 shares of Common Stock held in a custodial account, of which
Mr. Winston is the custodian, for the benefit of Michael Winston, as to
both of which Mr. Winston disclaims beneficial ownership.
* 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
November 18, 1997.
7
<PAGE>
PLAN OF DISTRIBUTION
The securities offered hereby may be sold from time to time to
purchasers directly by either of the Selling Shareholders. The shares may be
sold or resold, as the case may be, 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 of shares of Common
Stock or the resale of the shares underlying the Warrants by the Selling
Shareholders.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 20,000,000
shares of Common Stock, par value $.10 per share, of which 7,457,047 shares are
issued and outstanding as of October 9, 1997. 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.
Chase 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. Members of Tashlik, Kreutzer &
Goldwyn P.C. beneficially own approximately 10,954 shares of the Company's
Common Stock and stock options to purchase an aggregate of approximately 35,069
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 for the fiscal year
ended August 3, 1996 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.
9
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
10,609 SHARES OF COMMON STOCK
25,000 WARRANTS TO
PURCHASE COMMON STOCK
25,000 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................................5
Selling Shareholders........................6
Plan of Distribution........................7
Description of
Capital Stock...............................7
Legal Matters...............................7
Experts.....................................8 __________, 1997
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....................................... $ 213.03
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....................................................... $ 6,213.03
----------
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.
I
<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 Certificate of Stanley Wunderlich
*4.2 Warrant Certificate of Roger Winston
4.3 Copy of Del Global Technologies Corp. Amended and (1)
Restated Stock Option Plan (the "Plan")
4.4 Option Agreement, substantially in the form used in (2)
connection with options granted under the Plan
**5.1 Opinion and Consent of Tashlik, Kreutzer
& Goldwyn P.C.
**23.1 Consent of Deloitte & Touche LLP
**23.2 Consent of Tashlik, Kreutzer & Goldwyn P.C.
(contained in Exhibit 5.1)
_____________
*Previously filed
**Filed herewith
II
<PAGE>
(1) Filed as Exhibit A to Del Global Technologies Corp. Proxy Statement
dated January 26, 1994 and incorporated herein by reference.
(2) 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.
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 maximum
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 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 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.
III
<PAGE>
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
Pre-Effective Amendment No. 1 to the 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 18th day of November, 1997.
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
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
/s/Leonard A. Trugman
- -------------------- November 18, 1997
Leonard A. Trugman Chairman of the Board,
Chief Executive Officer,
President and Director
/s/Natan V. Bertman
- -------------------- November 18, 1997
Natan V. Bertman Director
/s/David Michael
- -------------------- November 18, 1997
David Michael Director
/s/James M. Tiernan
- -------------------- November 18, 1997
James M. Tiernan Director
/s/Seymour Rubin
- -------------------- November 18, 1997
Seymour Rubin Director
V
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Exhibit Numbered Pages
Number Description of Document and Footnotes
_______ _______________________________________ ______________
*4.1 Warrant Certificate of Stanley Wunderlich
*4.2 Warrant Certificate of Roger Winston
4.3 Copy of Del Global Technologies Corp. Amended Footnote (1)
and Restated Stock Option Plan (the "Plan")
4.4 Option Agreement, substantially in the form used in Footnote (2)
connection with options granted under the Plan
**5.1 Opinion and Consent of Tashlik, Kreutzer & Goldwyn P.C. Page 19
**23.1 Consent of Deloitte & Touche LLP Page 21
**23.2 Consent of Tashlik, Kreutzer & Goldwyn P.C.
(contained in Exhibit 5.1)
____________________
*Previously filed
**Filed herewith
(1) Filed as Exhibit A to Del Global Technologies Corp. Proxy Statement dated
January 26, 1994 and incorporated herein by reference.
(2) 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
<PAGE>
EXHIBIT 5.1
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard
Great Neck, NY 11021
November 18, 1997
Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
Gentlemen:
This opinion and the consent to use of our name are furnished in
connection with the preparation and filing of a Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, by Del Global Technologies Corp., a New York corporation (the
"Corporation"), covering a proposed registration and sale by certain holders of
10,609 shares ("Shares") of the Corporation's common stock, $.10 par value per
share ("Common Stock"), 25,000 Warrants ("Warrants") and 25,000 Shares of Common
Stock underlying such Warrants ("Warrant Shares").
We have acted as counsel to the Corporation 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
Corporation, the proceedings taken by the Corporation 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 Corporation is a duly organized and validly existing corporation
under the laws of the State of New York;
2. The Shares are duly authorized and legally issued and are fully paid
and nonassessable; and
<PAGE>
Del Global Technologies Corp.
November 18, 1997
Page 2
3. The Warrant Shares are duly authorized, and when the Warrants are
exercised in accordance with their terms, as described in the Registration
Statement, the Warrant Shares will be legally issued, fully paid and
non-assessable.
Members of this firm beneficially own 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.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this pre-effective Amendment
No. 1 to Registration Statement No. 333-37825 of Del Global Technologies Corp.
on Form S-3 of our report dated October 20, 1997 appearing in the Annual Report
on Form 10-K of Del Global Technologies Corp. for the year ended August 2, 1997
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
November 14, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
