As filed with the Securities and Exchange Commission
on April 22, 1998
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 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
1933, other than
<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. |_|
ii
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each Class Amount to maximum maximum Amount of
of Securities to be offering price aggregate offering Registration
be registered registered per share (1) price (1) Fee
- ------------------- ------------- --------------- -------------------- --------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, $.10 par
value underlying
Warrants 40,000
Shares $11.34 $453,600 $137.45
Total 40,000
Shares $137.45
</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 April 20, 1998.
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.
iii
<PAGE>
- -------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED APRIL 22, 1998
- -------------------------------------------------------------------------------
Prospectus
DEL GLOBAL TECHNOLOGIES CORP.
40,000 SHARES
OF COMMON STOCK, $.10 PAR VALUE UNDERLYING WARRANTS
- -------------------------------------------------------------------------------
All of the shares of common stock offered hereby (the "Common Stock"), issuable
upon exercise of the underlying warrants, are being sold, and 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, 1997, 15,000 Warrants in
connection with a consulting agreement, dated December 31, 1997, between the
Company and such Selling Shareholder. Such Warrants expire on December 31, 2002.
The Company issued to Andrew, Alexander, Wise & Company, Incorporated, a Selling
Shareholder hereunder, effective July 15, 1997, 25,000 Warrants in connection
with a consulting agreement, dated July 15, 1997, between the Company and such
Selling Shareholder. Such Warrants expire on July 1, 1998.
Each Warrant hereunder entitles the owner to purchase one share of Common Stock,
$.10 par value.
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 April 20, 1998, the average of the high and
low prices at which the Common Stock was quoted on Nasdaq was $11.34.
____________________
<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 $6,137.45 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 ___________, 1998
<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.
2
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
August 2, 1997 and the Company's quarterly reports on Form 10-Q for the quarters
ended November 1, 1997 and January 31, 1998 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.
3
<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.
4
<PAGE>
THE OFFERING
Common Stock to be Issued and Outstanding after
exercise of existing Warrants to be offered by
Selling Shareholders.............................40,000 shares of Common Stock,
$.10 par value
Common Stock to be Issued and Outstanding after
exercise of existing Warrants offered by Selling
Shareholders.....................................7,584,215 shares of Common
Stock, $.10 par value
Common Stock to be Outstanding after
the Offering....................................7,584,215 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 the shares underlying their Warrants or resell to the
public the number of shares of Common Stock issuable upon exercise of their
Warrants set forth opposite their respective names. The shares covered by this
Prospectus are being registered to permit public secondary trading of the Common
Stock issuable to the Selling Shareholders upon the exercise of their respective
Warrants and the Selling Shareholders 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 April 20, 1998 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 15,000 Warrants in connection with
a consulting agreement, dated December 31, 1997, 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,
2002. 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.
Andrew, Alexander, Wise & Company, Incorporated, a Selling Shareholder,
is a consultant to the Company. Such Selling Shareholder was issued
5
<PAGE>
25,000 Warrants in connection with a consulting agreement, dated July 15, 1997,
between the Company and such Selling Shareholder. Each Warrant entitled the
holder to purchase one share of the Company's Common Stock and is exercisable at
any time through July 1, 1998. The exercise price of each Warrant is $8.50 per
share, subject to adjustment from time to time pursuant to the anti-dilution
provisions set forth in such Warrant. Andrew, Alexander, Wise & Company,
Incorporated is one of several firms which is a market-maker of the Company's
Common Stock.
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. Andrew,
Alexander, Wise & Company, Incorporated has elected to register its shares of
Common Stock issuable in connection with the exercise of its Warrants through
the exercise of certain piggyback registration rights previously granted to such
Selling Shareholder.
<TABLE>
<CAPTION>
Shares Shares Owned After
Underlying Offering
Shares Owned Shares to Warrants to ---------------------------
Selling Shareholders Prior to Offering be Sold be Resold (1)
- --------------------- ------------------ ----------- -------------
Number Percent
------- -------
<S> <C> <C> <C> <C> <C>
Stanley Wunderlich -- -- 15,000 -- *
Andrew, Alexander, -- -- 25,000 -- *
Wise & Company,
Incorporated
TOTAL -- -- 40,000 -- *
===================== =================== ============= ============= ========== ========
</TABLE>
- ----------------
1 Under this Prospectus, Mr. Wunderlich and Andrew, Alexander, Wise &
Company, Incorporated may resell the shares of Common Stock issuable upon
the exercise of their Warrants to the public.
* 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 April 20, 1998.
6
<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 of Common Stock 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 7,544,215 shares are
issued and outstanding as of April 20, 1998. 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.
ChaseMellon 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 15,954 shares of the Company's
Common Stock and stock options to purchase an aggregate of approximately 35,867
additional shares of Common Stock.
7
<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 2, 1997 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.
8
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
40,000 SHARES OF COMMON STOCK
UNDERLYING WARRANTS
____________________
P R O S P E C T U S
____________________
___________________
TABLE OF CONTENTS
___________________
Page
-----
Available Information.......................2
Incorporation of Certain
Information by Reference..................3
The Company.................................3
The Offering................................5
Selling Shareholders........................5
Plan of Distribution........................7
Description of
Capital Stock...............................7
Legal Matters...............................7
Experts.....................................8 ____________, 1998
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.
<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............................... $ 137.45
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............................................. $ 6,137.45
----------
----------
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 Andrew, Alexander, Wise &
Company, Incorporated
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 (2)
in 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)
- -------------------
*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.
II
<PAGE>
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.
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
III
<PAGE>
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 22nd day of
April, 1998.
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 April 22, 1998
- ------------------------- Chairman-of-the-Board
Leonard A. Trugman Chief Executive Officer,
President and Director
/s/Natan V. Bertman April 22, 1998
- ------------------------- Director
Natan V. Bertman
/s/David Michael April 22, 1998
- ------------------------- Director
David Michael
/s/James M. Tiernan April 22, 1998
- ------------------------- Director
James M. Tiernan
/s/Seymour Rubin April 22, 1998
- ------------------------- Director
Seymour Rubin
<PAGE>
EXHIBIT INDEX
--------------
Sequentially
Exhibit Numbered Pages
Number Description of Document and Footnotes
- --------- --------------------------------------- ---------------
** 4.1 Warrant Certificate of Stanley Wunderlich Page 16
** 4.2 Warrant Certificate of Andrew, Alexander, Page 31
Wise & Company, Incorporated
4.3 Copy of Del Global Technologies Corp. Footnote (1)
Amended and Restated Stock Option Plan
(the "Plan")
4.4 Option Agreement, substantially in the form Footnote (2)
used in connection with options granted under
the Plan
** 5.1 Opinion and Consent of Tashlik, Kreutzer & Page 46
Goldwyn P.C.
**23.1 Consent of Deloitte & Touche LLP Page 48
**23.2 Consent of Tashlik, Kreutzer & Goldwyn P.C.
(contained in Exhibit 5.1)
____________________
**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.
EXHIBIT 4.1
-----------
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE REGISTERED UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
15,000 Warrants
Void after 5:00 p.m. New York time on DECEMBER 31, 2002
WARRANT TO PURCHASE COMMON STOCK
OF
DEL GLOBAL TECHNOLOGIES CORP.
This warrant certificate ("Warrant Certificate") certifies that for
value received, Stanley Wunderlich ("SW"), an individual having an office at 8
The Hemlocks, Roslyn Estates, New York 11576 or registered assigns (collectively
with SW, the "Warrant Holder") is the owner of the number of warrants
("Warrants") specified above, each of which entitles the holder thereof to
purchase, at any time on or before the Expiration Date, as hereinafter defined,
one fully paid and non- assessable share ("Share") of Common Stock, par value
$.10 per share ("Common Stock"), of Del Global Technologies Corp. (the
"Company"), a New York corporation, at a purchase price of TEN DOLLARS ($10.00)
per share in lawful money of the United States of America in cash or by check or
a combination of cash and check, subject to adjustment as hereinafter provided.
1. Warrant; Exercise Price; Payout Amount.
1.1. Each Warrant shall entitle the Warrant Holder the right to
purchase one Share of Common Stock of the Company (individually, a "Warrant
Share"; severally, the "Warrant Shares") in the five year period commencing
December 31, 1997.
1.2. The purchase price payable upon exercise of each Warrant
("Exercise Price") shall be TEN DOLLARS ($10.00), subject to adjustment as
hereinafter provided. The Exercise Price and number of Warrants evidenced by
each Warrant Certificate are subject to adjustment as provided in Section 7
hereof.
<PAGE>
2. Exercise of Warrant; Expiration Date.
2.1. This Warrant Certificate is exercisable, in whole or from time to
time in part, at the option of the Warrant Holder, at any time after the date of
issuance and on or before the Expiration Date, upon surrender of this Warrant
Certificate to the Company together with a duly completed exercise form and
payment of the Exercise Price. In the case of exercise of less than all the
Warrants represented by this Warrant Certificate, the Company shall cancel the
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate for the balance of such Warrants.
2.2. The term "Expiration Date" shall mean 5:00 p.m. New York time on
December 31, 2002, or if such date shall in the State of New York be a holiday
or a day on which banks are authorized to close, then 5:00 p.m. New York time
the next following day which in the State of New York is not a holiday or a day
on which banks are authorized to close, or in the event of any merger,
consolidation, or sale of all or substantially all the assets of the Company as
an entirety resulting in any distribution to the Company's stockholders prior to
the Expiration Date, the Warrant Holder shall have the right to exercise this
Warrant commencing at such time through the Expiration Date into the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto.
3. Registration and Transfer on Company Books.
3.1. The Company shall maintain books and records for the registration
and transfer of Warrant Certificates.
3.2. Prior to due presentment for registration of transfer of this
Warrant Certificate, the Company may deem and treat the registered holder as the
absolute owner thereof.
3.3. The Company shall register upon its books any transfer of a
Warrant Certificate upon surrender of same to the Company accompanied by a
written instrument of transfer duly executed by the registered holder. Upon any
such registration of transfer, new Warrant Certificate(s) shall be issued to the
transferee(s) and the surrendered Warrant Certificate shall be canceled by the
Company. A Warrant Certificate may also be exchanged, at the option of the
holder, for new Warrant Certificates representing in the aggregate the number of
Warrants evidenced by the Warrant Certificate surrendered.
4. Reservation of Shares. The Company covenants that it will at all
times reserve and keep available out of its authorized Common Stock, solely for
the purpose of issuance upon exercise of the Warrants, such number of shares of
Common Stock as shall then be issuable upon the exercise of all outstanding
Warrants. The Company covenants that all shares of Common Stock which shall be
issuable upon
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<PAGE>
exercise of the Warrants shall be duly and validly issued and
fully paid and non-assessable and free from all taxes, liens and charges with
respect to the issuance thereof, and that upon issuance such shares shall be
listed on each national securities exchange, if any, on which the other shares
of outstanding Common Stock of the Company are then listed.
5. Exchange, Transfer, Assignment, Loss or Mutilation of Warrant
Certificate. This Warrant Certificate is exchangeable, without expense, at the
option of the Warrant Holder, upon presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, for other Warrants
of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. This
Warrant Certificate may be transferred or assigned by the Warrant Holder upon
surrender of this Warrant Certificate to the Company at its principal office or
at the office of its transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax. Upon such
surrender the Company shall, without charge, execute and deliver a new Warrant
Certificate in the name of the assignee named in such instrument of assignment
and this Warrant Certificate shall be promptly canceled. This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Warrant Holder hereof. The term "Warrant Certificate" as used herein includes
any Warrant Certificates into which this Warrant Certificate may be divided or
exchanged. Upon receipt by the Company of reasonable evidence of the ownership
of and the loss, theft, destruction or mutilation of this Warrant Certificate
and, in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant Certificate, the Company shall execute and
deliver in lieu thereof a new Warrant Certificate of like tenor and date
representing an equal number of Warrants.
6. Rights of the Holder. The Warrant Holder shall not, by virtue
hereof, be entitled to any voting or other rights of a stockholder in the
Company, either at law or equity, and the rights of the Warrant Holder are
limited to those expressed in the Warrant Certificate and are not enforceable
against the Company except to the extent set forth herein.
7. Adjustment of Exercise Price and Number of Shares Deliverable. The
Exercise Price and the number of shares of Common Stock purchasable pursuant to
each Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 7:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii)
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<PAGE>
combine or reclassify its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect at the time of
the record date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification shall be
adjusted so that it shall equal the price determined by multiplying
the Exercise Price by a fraction, the denominator of which shall be
the number of shares of Common Stock outstanding after giving effect
to such action, and the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such action.
Such adjustment shall be made successively whenever any event listed
above shall occur.
(b) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsection (a) above, the number of
Shares purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the
date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(c) Notwithstanding the provisions of Subsections (a) and (b) of
this Section 7, no adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least five cents ($0.05) in such price; provided, however, that any
adjustments which by reason of this Subsection (c) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment required to be made hereunder. All calculations
under this Section 7 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. Anything in this
Section 7 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the
Exercise Price, in addition to those required by this Section 7, as it
shall determine, in its sole discretion, to be advisable in order that
any dividend or distribution in shares of Common Stock, or any
subdivision, reclassification or combination of Common Stock hereafter
made by the Company, shall not result in any Federal income tax
liability to the holders of Common Stock or securities convertible
into Common Stock (including Warrants).
(d) Whenever the Exercise Price is adjusted as herein provided,
the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of
each Warrant, and if requested by the Warrant Holder, information
describing the transactions giving rise to such adjustments, to be
mailed to the Warrant Holders at their
4
<PAGE>
last addresses appearing in the books and records of the Company, and
shall cause a certified copy thereof to be mailed to its transfer
agent, if any. The Company may retain a firm of independent certified
public accountants selected by the Board of Directors (who may be the
regular accountants employed by the Company) to make any computation
required by this Section 7, and a certificate signed by such firm
shall be conclusive evidence of the correctness of such adjustment.
(e) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Warrant Holder of this
Warrant thereafter shall become entitled to receive any shares of the
Company, other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in Subsections (a) to (c), inclusive above.
(f) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this Warrant,
Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Warrant Certificate.
8. Fractional Shares. No certificate for fractional Shares shall be issued
upon the exercise of the Warrants. With respect to any fraction of a Share
called for upon any exercise hereof, the Company shall pay to the Warrant Holder
an amount in cash equal to such fraction calculated to the nearest cent
multiplied by the current market value of a Share, determined as follows:
(a) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the NASDAQ system, the current market value
of a Share shall be the last reported sale price per Share of the
Common Stock on such exchange or system on the last business day prior
to the date of exercise of this Warrant or if no such sale is made on
such day, the average of the closing bid and asked prices per Share
for such day on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current market value of a Share shall be the
mean of the last reported bid and asked prices per
5
<PAGE>
Share reported by the National Quotation Bureau, Inc. on the last
business day prior to the date of the exercise of this Warrant; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the
current market value of a Share shall be an amount, not less than book
value thereof, as at the end of the most recent fiscal year of the
Company ending prior to the date of the exercise of the Warrant,
determined in such reasonable manner as may be prescribed by the Board
of Directors of the Company.
9. Officer's Certificate. Whenever the Exercise Price shall be adjusted
as required by the provisions of Section 7 hereof, the Company shall forthwith
file in the custody of its Secretary or Assistant Secretary at its principal
office and with its stock transfer agent, if any, an officer's certificate
showing the adjusted Exercise Price as herein provided setting forth in
reasonable detail the facts requiring such adjustment, including a statement of
the number of additional shares of Common Stock, if any, and such other facts as
shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the holder or any holder of a Warrant
executed and delivered pursuant to Section 2, and the Company shall, forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the Warrant Holder or any such holder.
10. Notices to Warrant Holders. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock; or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any shares of any class or any
other rights; or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Warrant Holder, at least fifteen days
prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any, which is to be fixed, as of which the holders of Common Stock
or other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
11. Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
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<PAGE>
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Warrant Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section 11 shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (a) of Section 7 hereof.
12. Voluntary Adjustment by the Company. The Company may, at its
option, at any time during the term of the Warrants, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company and/or extend the date of the expiration of the Warrants.
13. Registration Under the Securities Act of 1933.
The Warrant Holder shall be entitled to the following registration
rights.
(a) Demand Rights. The Company covenants and agrees with the
Warrant Holder that, during the one (1) year commencing on the date
hereof, within forty-five (45) days after receipt of a written request
from the Warrant Holder, or a majority of holders if there is more
than one holder, that he desires and intends to transfer all or a
portion of his Shares under such circumstances that a public offering,
within the meaning of the Securities Act of 1933, as amended (the
"Act"), will be involved, the Company shall file with the Securities
and Exchange Commission (the "Commission") with all deliberate speed a
Registration Statement on Form S-3 (or any shortform successor
thereto), or if not eligible for the use of Form S-3, any other Form,
covering all
7
<PAGE>
such securities and use its best efforts to cause such Registration
Statement with respect to such securities to become effective under
the Act. The Company shall not be required to comply with more than
one request for registration pursuant to this Section 13(a). The
Company need not comply with any request for registration pursuant to
this Section 13(a) if at such time the Company would be required to
use, in connection with the filing of the Registration Statement,
pursuant to the requirements of the Act and the rules and regulations
of the commission thereunder, audited financial statements as of a
date other than the end of a fiscal year of the Company. If the
Company includes Shares to be sold by it in any registration requested
pursuant to this Section 13(a), such registration shall be deemed to
have been a registration under Section 13(b).
(b) Piggyback Rights. If at any time after the date hereof, the
Company shall propose to file a registration statement ("Registration
Statement") under the Act (other than a reorganization or an offering
pursuant to a stock option or other employee benefit plan or an
offering on Form S-4 or S-5 (or any successor forms thereto) relating
to an acquisition of another corporation), then, during the period
commencing on the date hereof and terminating on the Expiration Date,
and subject to Subsection (3) of this Section 13(b), the Company shall
in each case deliver written notice thereof to the Holder of this
Warrant or of the Warrant Shares and/or any then holder of Warrants or
Warrant Shares (such persons being collectively referred to herein as
"holders") at least 15 days before the anticipated filing date. Such
notice shall offer to each holder the option to include Warrant Shares
in such Registration Statement, subject to the conditions set forth in
this Section 13(b); provided, however, that the Company shall be under
no obligation to register Warrant Shares of any holder if in the
opinion of counsel to such holder no registration under the Act is
required with respect to a public disposition of such Warrant Shares.
(1) Should a holder desire to have any Warrant Shares registered
under this Section 13(b), such holder shall so advise in writing no
later than 15 days after the date of receipt by the holder of the
Company's written notice, setting forth the number of such Warrant
Shares for which registration is requested. Subject to Subsection (3)
of this Section 13(b), the Company shall thereupon include in such
Registration Statement such Warrant Shares.
8
<PAGE>
(2) Neither the giving of notice by the Company nor any request
by any holders to register Warrant Shares pursuant to this
Section 13(b) shall in any way obligate the Company to file any such
Registration Statement, and notwithstanding the filing of such
Registration Statement, the Company may, at any time prior to the
effective date thereof, determine not to offer the securities to which
such registration relates and/or withdraw the Registration Statement
from the Commission, without liability of the Company to any holders.
(3) If the securities covered by such Registration Statement are
to be sold by underwriters in an underwritten public offering
(including, without limitation, a so-called "best efforts" undertaking
by an underwriter), the Company shall use its best efforts to cause
the managing underwriter, if any, of a proposed offering to grant a
request by a holder that Warrant Shares be included in the proposed
offering on terms and conditions which are customary industry practice
for such underwriter under the existing circumstance, provided that
any Warrant Shares to be sold by holders pursuant to this Section
13(b), shall be sold or distributed in a manner identical to the
manner in which the securities which are the subject of such
Registration Statement are to be sold or distributed. Notwithstanding
the foregoing, if any such managing underwriter shall advise the
Company in writing that, in good faith and in its reasonable opinion,
the distribution of Warrant Shares requested to be included in the
Registration Statement concurrently with the securities being
registered by the Company would adversely affect the distribution of
such securities by such underwriters, the Company shall give notice of
such determination to the holders requesting registration, and the
number of Warrant Shares proposed to be offered by the holders and any
other persons other than the Company shall be reduced pro rata (as
specified by the Company in such notice) to aggregate a quantity of
Warrant Shares (so specified) which said managing underwriter shall
not consider excessive.
(4) The rights of holders to have their Warrant Shares be
included in any Registration Statement pursuant to the provisions of
Section 13(b) of this Warrant Certificate, shall be subject to the
condition that the holders requesting registration shall furnish to
the Company in writing such information and documents as may be
reasonably required to properly prepare and file such Registration
Statement in accordance with applicable provisions of the Act.
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<PAGE>
(5) The Company shall bear the entire cost and expense of any
registration of securities initiated by it notwithstanding that
Warrant Shares may be included in any such registration. Any holder
whose Warrant Shares are included in any such registration statement
pursuant to this Section 13(b) shall, however, bear the fees of his
own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant Shares sold by him
pursuant thereto.
(c) Indemnification. (i) The Company shall indemnify and hold
harmless each such holder and each underwriter, within the meaning of
the Act, who may purchase from or sell for any such holder any Warrant
Shares (collectively, "Indemnified Persons") from and against any and
all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereto or
any registration statement under the Act or any prospectus included
therein required to be filed or furnished by reason of this Section 13
or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement
or alleged untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the
Company by such holder or underwriter expressly for use therein, which
indemnification shall include each person, if any, who controls any
such underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged so to indemnify any such holder,
underwriter or controlling person unless such holder, underwriter or
controlling person shall at the same time indemnify the Company, its
directors, each officer signing the related registration statement and
each person, if any, who controls the Company within the meaning of
such Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or any
prospectus required to be filed or furnished by reason of this Section
13 or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged
untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the
Company by any such holder, underwriter or controlling person
expressly for use therein.
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<PAGE>
(ii) The holders registering Warrant Shares pursuant to this
Warrant Certificate shall indemnify and hold harmless the Company, its
directors and officers, and each person, if any who controls the
Company within the meaning of either Section 15 of the Act or Section
20 of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), to the same extent as the indemnity from the Company to each
Indemnified Person set forth in paragraph (i) of this Subsection (c),
but only with respect to information relating to such Indemnified
Person furnished in writing by such Indemnified Person to the Company
expressly for use in the Registration Statement or related Prospectus
(preliminary or final), or any amendment or supplement thereto. In
case any action or proceeding shall be brought against the Company or
its directors or officers or any such controlling person, in respect
of which indemnity may be sought against a holder, each shall have the
rights and duties given to the Company and the Company or its
directors or its officers or its controlling persons each shall have
the rights and duties given to a holder by Subsection (c).
(iii) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this
Section 13(c) is due in accordance with its terms but is, for any
reason, held by a court to be unavailable, the Company and the holders
shall contribute to the aggregate losses, claims, damages and
liabilities (including reasonable legal or other expenses incurred in
connection with investigation or defending of same) to which the
Company and the holders may be subject based on their comparative
fault; provided, however, that no holder shall have any liability
hereunder in excess of the gross proceeds realized by such holder from
the sale by it of the Warrant Shares to which the third party claim
relates; provided, further, however, that no person who has committed
an intentional misrepresentation shall be entitled to contribution
from any person who has not committed an intentional
misrepresentation. For the purposes of this paragraph (iii) any person
controlling, controlled by or under common control with the holders,
or any partner, director, officer, employee, representative or agent
of any thereof, shall have the same rights to contribution as the
holders, and each person who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, each
officer and each director of the Company shall have the same rights to
contribution as the Company. Any party entitled to contribution shall,
promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for
contribution may be made against the other party under this
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<PAGE>
paragraph (iii), notify such party from whom contribution may be
sought, but the omission to so notify such party shall not relieve the
party from which contribution may be sought from any obligation it or
they may have hereunder or otherwise.
The Company's agreements with respect to Warrant Shares in this Section
13 shall continue in effect regardless of the exercise and surrender of this
Warrant.
14. Governing Law. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the principles of conflicts of law thereof.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed by its officers thereunto duly authorized and its corporate
seal to be affixed herein.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/Leonard A. Trugman
_____________________________
Name: Leonard A. Trugman
Title: Chairman, CEO and President
[SEAL]
Dated: December 31, 1997
Attest:
/s/Michael Taber
___________________________
Michael Taber, Secretary
12
<PAGE>
EXERCISE FORM
Dated: ________________, 199_
The undersigned hereby irrevocably elects to exercise the right to
purchase __________ shares of Common Stock covered by this Warrant according to
the conditions hereof and herewith makes payment of the Purchase Price for such
shares in full.
________________________________
Signature [Print Name]
________________________________
(STREET ADDRESS)
________________________________
(CITY) (STATE) (ZIP CODE)
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<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfer unto
Name________________________________________________________________
(Please typewrite or print in bold letters)
Address_______________________________________________________________ the right
to purchase Common Stock represented by this Warrant to the extent of __________
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint _____________________ Attorney, to transfer the same on
the books of the Company with full power of substitution in the premises.
Date _____________, 199_
Signature __________________________
[PRINT NAME
14
EXHIBIT 4.2
-----------
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED
UNLESS THEY ARE REGISTERED UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
25,000 Warrants
Void after 5:00 p.m. New York time on July 1, 1998
WARRANT TO PURCHASE COMMON STOCK
OF
DEL GLOBAL TECHNOLOGIES CORP.
This warrant certificate ("Warrant Certificate") certifies that for
value received, Andrew, Alexander, Wise & Company, Incorporated, 17 State
Street, New York, NY 10004 is the owner of the number of warrants ("Warrants")
specified above, each of which entitles the holder thereof to purchase, at any
time on or before the Expiration Date, as hereinafter defined, one fully paid
and non-assessable share ("Share") of common stock, par value $.10 per share
("Common Stock"), of Del Global Technologies Corp. (the "Company"), a New York
corporation, at a purchase price of EIGHT DOLLARS and FIFTY CENTS ($8.50) per
share in lawful money of the United States of America in cash or by check or a
combination of cash and check, subject to adjustment as hereinafter provided.
The warrants may be exercised at any time provided that the most recent
transaction for the Company's common stock on the NASDAQ National Market System
immediately prior to the exercise hereof is equal to or greater than TEN DOLLARS
($10.00) per share.
1. Warrant; Exercise Price; Payout Amount.
1.1. Each Warrant shall entitle the Warrant Holder the right to
purchase one Share of Common Stock of the Company (individually, a "Warrant
Share"; severally, the "Warrant Shares").
1.2. The purchase price payable upon exercise of each Warrant
("Exercise Price") shall be EIGHT DOLLARS and FIFTY CENTS ($8.50), subject to
adjustment as hereinafter provided. The Exercise Price and number of Warrants
<PAGE>
evidenced by each Warrant Certificate are subject to adjustment as provided in
Section 7 hereof.
2. Exercise of Warrant; Expiration Date.
2.1. This Warrant Certificate is exercisable, in whole or from time to
time in part, at the option of the Warrant Holder, at any time after the date of
issuance and on or before the Expiration Date, upon surrender of this Warrant
Certificate to the Company together with a duly completed exercise form and
payment of the Exercise Price. In the case of exercise of less than all the
Warrants represented by this Warrant Certificate, the Company shall cancel the
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate for the balance of such Warrants.
2.2. The term "Expiration Date" shall mean 5:00 p.m. New York time on
July 1, 1998, or if such date shall in the State of New York be a holiday or a
day on which banks are authorized to close, then 5:00 p.m. New York time the
next following day which in the State of New York is not a holiday or a day on
which banks are authorized to close, or in the event of any merger,
consolidation, or sale of all or substantially all the assets of the Company as
an entirety resulting in any distribution to the Company's stockholders prior to
the Expiration Date, the Warrant Holder shall have the right to exercise this
Warrant commencing at such time through the Expiration Date into the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which this
Warrant might have been exercisable immediately prior thereto.
3. Registration and Transfer on Company Books.
3.1. The Company shall maintain books and records for the registration
and transfer of Warrant Certificates.
3.2. Prior to due presentment for registration of transfer of this
Warrant Certificate, the Company may deem and treat the registered holder as the
absolute owner thereof.
3.3. The Company shall register upon its books any transfer of a
Warrant Certificate upon surrender of same to the Company accompanied by a
written instrument of transfer duly executed by the registered holder. Upon any
such registration of transfer, new Warrant Certificate(s) shall be issued to the
transferee(s) and the surrendered Warrant Certificate shall be canceled by the
Company. A Warrant Certificate may also be exchanged, at the option of the
holder, for new Warrant Certificates representing in the aggregate the number of
Warrants evidenced by the Warrant Certificate surrendered.
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<PAGE>
4. Reservation of Shares. The Company covenants that it will at all times
reserve and keep available out of its authorized Common Stock, solely for the
purpose of issuance upon exercise of the Warrants, such number of shares of
Common Stock as shall then be issuable upon the exercise of all outstanding
Warrants. The Company covenants that all shares of Common Stock which shall be
issuable upon exercise of the Warrants shall be duly and validly issued and
fully paid and non-assessable and free from all taxes, liens and charges with
respect to the issuance thereof, and that upon issuance such shares shall be
listed on each national securities exchange, if any, on which the other shares
of outstanding Common Stock of the Company are then listed.
5. Exchange, Transfer, Assignment, Loss or Mutilation of Warrant
Certificate. This Warrant Certificate is exchangeable, without expense, at the
option of the Warrant Holder, upon presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, for other Warrants
of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. This
Warrant Certificate may be transferred or assigned by the Warrant Holder upon
surrender of this Warrant Certificate to the Company at its principal office or
at the office of its transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax. Upon such
surrender the Company shall, without charge, execute and deliver a new Warrant
Certificate in the name of the assignee named in such instrument of assignment
and this Warrant Certificate shall be promptly canceled. This Warrant may be
divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by the
Warrant Holder hereof. The term "Warrant Certificate" as used herein includes
any Warrant Certificates into which this Warrant Certificate may be divided or
exchanged. Upon receipt by the Company of reasonable evidence of the ownership
of and the loss, theft, destruction or mutilation of this Warrant Certificate
and, in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant Certificate, the Company shall execute and
deliver in lieu thereof a new Warrant Certificate of like tenor and date
representing an equal number of Warrants.
6. Rights of the Holder. The Warrant Holder shall not, by virtue
hereof, be entitled to any voting or other rights of a stockholder in the
Company, either at law or equity, and the rights of the Warrant Holder are
limited to those expressed in the Warrant Certificate and are not enforceable
against the Company except to the extent set forth herein.
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<PAGE>
7. Adjustment of Exercise Price and Number of Shares Deliverable. The
Exercise Price and the number of shares of Common Stock purchasable pursuant to
each Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 7:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or of the effective date
of such subdivision, combination or reclassification shall be adjusted
so that it shall equal the price determined by multiplying the
Exercise Price by a fraction, the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to
such action, and the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event listed above
shall occur.
(b) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Subsection (a) above, the number of
Shares purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the
date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(c) Notwithstanding the provisions of Subsections (a) and (b) of
this Section 7, no adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at
least five cents ($0.05) in such price; provided, however, that any
adjustments which by reason of this Subsection (c) are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment required to be made hereunder. All calculations
under this Section 7 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. Anything in this
Section 7 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the
Exercise Price, in addition to those required by this Section 7, as it
shall determine, in its sole discretion, to be advisable in order that
any dividend or distribution
4
<PAGE>
in shares of Common Stock, or any subdivision, reclassification or
combination of Common Stock hereafter made by the Company, shall not
result in any Federal income tax liability to the holders of Common
Stock or securities convertible into Common Stock (including
Warrants).
(d) Whenever the Exercise Price is adjusted as herein provided,
the Company shall promptly cause a notice setting forth the adjusted
Exercise Price and adjusted number of Shares issuable upon exercise of
each Warrant, and if requested by the Warrant Holder, information
describing the transactions giving rise to such adjustments, to be
mailed to the Warrant Holders at their last addresses appearing in the
books and records of the Company, and shall cause a certified copy
thereof to be mailed to its transfer agent, if any. The Company may
retain a firm of independent certified public accountants selected by
the Board of Directors (who may be the regular accountants employed by
the Company) to make any computation required by this Section 7, and a
certificate signed by such firm shall be conclusive evidence of the
correctness of such adjustment.
(e) In the event that at any time, as a result of an adjustment
made pursuant to Subsection (a) above, the Warrant Holder of this
Warrant thereafter shall become entitled to receive any shares of the
Company, other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of this Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in Subsections (a) to (c), inclusive above.
(f) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon exercise of this Warrant,
Warrants theretofore or thereafter issued may continue to express the
same price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Warrant Certificate.
8. Fractional Shares. No certificate for fractional Shares shall be
issued upon the exercise of the Warrants. With respect to any fraction of a
Share called for upon any exercise hereof, the Company shall pay to the Warrant
Holder an
5
<PAGE>
amount in cash equal to such fraction calculated to the nearest cent
multiplied by the current market value of a Share, determined as follows:
(a) If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the NASDAQ system, the current market value
of a Share shall be the last reported sale price per Share of the
Common Stock on such exchange or system on the last business day prior
to the date of exercise of this Warrant or if no such sale is made on
such day, the average of the closing bid and asked prices per Share
for such day on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current market value of a Share shall be the
mean of the last reported bid and asked prices per Share reported by
the National Quotation Bureau, Inc. on the last business day prior to
the date of the exercise of this Warrant; or
(c) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the
current market value of a Share shall be an amount, not less than book
value thereof, as at the end of the most recent fiscal year of the
Company ending prior to the date of the exercise of the Warrant,
determined in such reasonable manner as may be prescribed by the Board
of Directors of the Company.
9. Officer's Certificate. Whenever the Exercise Price shall be adjusted
as required by the provisions of Section 7 hereof, the Company shall forthwith
file in the custody of its Secretary or Assistant Secretary at its principal
office and with its stock transfer agent, if any, an officer's certificate
showing the adjusted Exercise Price as herein provided setting forth in
reasonable detail the facts requiring such adjustment, including a statement of
the number of additional shares of Common Stock, if any, and such other facts as
shall be necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the holder or any holder of a Warrant
executed and delivered pursuant to Section 2, and the Company shall, forthwith
after each such adjustment, mail a copy by certified mail of such certificate to
the Warrant Holder or any such holder.
10. Notices to Warrant Holders. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock; or (ii) if the Company shall offer to the holders of
Common Stock
6
<PAGE>
for subscription or purchase by them any shares of any class or any other
rights; or (iii) if any capital reorganization of the Company, reclassification
of the capital stock of the Company, consolidation or merger of the Company with
or into another corporation, sale, lease or transfer of all or substantially all
of the property and assets of the Company to another corporation, or voluntary
or involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Warrant Holder, at least fifteen days prior to the date
specified in (x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a record is
to be taken for the purpose of such dividend, distribution or rights, or (y)
such reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any,
which is to be fixed, as of which the holders of Common Stock or other
securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
11. Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Warrant Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Warrant. The foregoing provisions of this Section 11 shall similarly apply to
successive reclassifications, capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the event that in connection with any such capital reorganization or
reclassification, consolidation, merger, sale or conveyance, additional shares
of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Subsection (a) of Section 7 hereof.
7
<PAGE>
12. Voluntary Adjustment by the Company. The Company may, at its
option, at any time prior to the Expiration Date, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company and/or extend the date of the expiration of the Warrants.
13. Registration Under the Securities Act of 1933.
The Warrant Holder shall be entitled to the following registration
rights;
(a) Demand Rights. The Company covenants and agrees that, during
the two (2) year period commencing on the exercise of this warrant,
within forty-five (45) days after the receipt of a written request
from the Warrant holder, or a majority of holders if there is more
than one holder, that he desires and intends to transfer all or a
portion of his Shares under such circumstances that a public offering,
within the meaning of the Securities Act of 1933, as amended (the
"Act"), will be involved, the Company shall file with the Securities
and Exchange Commission (the "Commission") with all deliberate speed a
Registration Statement on Form S-3 (or any shortform successor
thereto), or if not eligible for the use of Form S-3, any other Form,
covering all such securities and use its best efforts to cause such
Registration Statement with respect to such securities to become
effective under the Act. The Company shall pay all costs of preparing
and filing such Registration Statement. The Company shall not be
required to comply with more than one request for registration
pursuant to this Section 13(a). The Company need not comply with any
request for registration pursuant to this Section 13(a) if at such
time the Company would be required to use, in connection with the
filing of the Registration Statement, pursuant to the requirements of
the Act and the rules and regulations of the Commission thereunder,
audited financial statements as of a date other than the end of a
fiscal year of the Company. If the Company includes Shares to be sold
by it in any registration requested pursuant to this Section 13(a),
such registration shall be deemed to have been a registration under
Section 13 (b).
(b) Piggyback Rights. If at any time after the date hereof, the
Company shall propose to file a registration statement ("Registration
Statement") under the Act (other than a reorganization or an offering
pursuant to a stock option or other employee benefit plan or an
offering on Form S-4 or S-5 (or any
8
<PAGE>
successor forms thereto) relating to an acquisition of another
corporation), then, during the two(2) year period commencing on the
date hereof, and subject to Subsection (3) of this Section 13(b), the
Company shall in each case deliver written notice thereof to the
Holder of this Warrant or of the Warrant Shares and/or any then holder
of Warrants or Warrant Shares (such persons being collectively
referred to herein as "holders") at least 15 days before the
anticipated filing date. Such notice shall offer to each holder the
option to include Warrant Shares in such Registration Statement,
subject to the conditions set forth in this Section 13(b); provided,
however, that the Company shall be under no obligation to register
Warrant Shares of any holder if in the opinion of counsel to such
holder no registration under the Act is required with respect to a
public disposition of such Warrant Shares.
(1) Should a holder desire to have any Warrant Shares registered
under this Section 13(b), such holder shall so advise in writing no
later than 15 days after the date of receipt by the holder of the
Company's written notice, setting forth the number of such Warrant
Shares for which registration is requested. Subject to Subsection (3)
of this Section 13(b), the Company shall thereupon include in such
Registration Statement such Warrant Shares.
(2) Neither the giving of notice by the Company nor any request
by any holders to register Warrant Shares pursuant to this
Section 13(b) shall in any way obligate the Company to file any such
Registration Statement, and notwithstanding the filing of such
Registration Statement, the Company may, at any time prior to the
effective date thereof, determine not to offer the securities to which
such registration relates and/or withdraw the Registration Statement
from the Commission, without liability of the Company to any holders.
(3) If the securities covered by such Registration Statement are
to be sold by underwriters in an underwritten public offering
(including, without limitation, a so-called "best efforts" undertaking
by an underwriter), the Company shall use its best efforts to cause
the managing underwriter, if any, of a proposed offering to grant a
request by a holder that Warrant Shares be included in the proposed
offering on terms and conditions which are customary industry practice
for such underwriter under the existing circumstance, provided that
any Warrant Shares to be sold by holders pursuant to this Section
13(b), shall be sold
9
<PAGE>
or distributed in a manner identical to the manner in which the
securities which are the subject of such Registration Statement are to
be sold or distributed. Notwithstanding the foregoing, if any such
managing underwriter shall advise the Company in writing that, in good
faith and in its reasonable opinion, the distribution of Warrant
Shares requested to be included in the Registration Statement
concurrently with the securities being registered by the Company would
adversely affect the distribution of such securities by such
underwriters, the Company shall give notice of such determination to
the holders requesting registration, and the number of Warrant Shares
proposed to be offered by the holders and any other persons other than
the Company shall be reduced pro rata (as specified by the Company in
such notice) to aggregate a quantity of Warrant Shares (so specified)
which said managing underwriter shall not consider excessive.
(4) The rights of holders to have their Warrant Shares be
included in any Registration Statement pursuant to the provisions of
Section 13(b) of this Warrant Certificate, shall be subject to the
condition that the holders requesting registration shall furnish to
the Company in writing such information and documents as may be
reasonably required to properly prepare and file such Registration
Statement in accordance with applicable provisions of the Act.
(5) The Company shall bear the entire cost and expense of any
registration of securities initiated by it notwithstanding that
Warrant Shares may be included in any such registration. Any holder
whose Warrant Shares are included in any such registration statement
pursuant to this Section 13(b) shall, however, bear the fees of his
own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant Shares sold by him
pursuant thereto.
(c) Indemnification. (i) The Company shall indemnify and hold
harmless each such holder and each underwriter, within the meaning of
the Act, who may purchase from or sell for any such holder any Warrant
Shares (collectively, "Indemnified Persons") from and against any and
all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereto or
any registration statement under the Act or any prospectus included
therein required to be filed or furnished by reason of this Section 13
or caused by any omission
10
<PAGE>
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or alleged untrue
statement or omission or alleged omission based upon information
furnished or required to be furnished in writing to the Company by
such holder or underwriter expressly for use therein, which
indemnification shall include each person, if any, who controls any
such underwriter within the meaning of such Act; provided, however,
that the Company shall not be obliged so to indemnify any such holder,
underwriter or controlling person unless such holder, underwriter or
controlling person shall at the same time indemnify the Company, its
directors, each officer signing the related registration statement and
each person, if any, who controls the Company within the meaning of
such Act, from and against any and all losses, claims, damages and
liabilities caused by any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or any
prospectus required to be filed or furnished by reason of this Section
13 or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged
untrue statement or omission or alleged omission based upon
information furnished or required to be furnished in writing to the
Company by any such holder, underwriter or controlling person
expressly for use therein.
(ii) The holders registering Warrant Shares pursuant to this
Warrant Certificate shall indemnify and hold harmless the Company, its
directors and officers, and each person, if any who controls the
Company within the meaning of either Section 15 of the Act or Section
20 of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), to the same extent as the indemnity from the Company to each
Indemnified Person set forth in paragraph (i) of this Subsection (c),
but only with respect to information relating to such Indemnified
Person furnished in writing by such Indemnified Person to the Company
expressly for use in the Registration Statement or related Prospectus
(preliminary or final), or any amendment or supplement thereto. In
case any action or proceeding shall be brought against the Company or
its directors or officers or any such controlling person, in respect
of which indemnity may be sought against a holder, each shall have the
rights and duties given to the Company and the Company or its
11
<PAGE>
directors or its officers or its controlling persons each shall have
the rights and duties given to a holder by Subsection (c).
(iii) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this
Section 13(c) is due in accordance with its terms but is, for any
reason, held by a court to be unavailable, the Company and the holders
shall contribute to the aggregate losses, claims, damages and
liabilities (including reasonable legal or other expenses incurred in
connection with investigation or defending of same) to which the
Company and the holders may be subject based on their comparative
fault; provided, however, that no holder shall have any liability
hereunder in excess of the gross proceeds realized by such holder from
the sale by it of the Warrant Shares to which the third party claim
relates; provided, further, however, that no person who has committed
an intentional misrepresentation shall be entitled to contribution
from any person who has not committed an intentional
misrepresentation. For the purposes of this paragraph (iii) any person
controlling, controlled by or under common control with the holders,
or any partner, director, officer, employee, representative or agent
of any thereof, shall have the same rights to contribution as the
holders, and each person who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, each
officer and each director of the Company shall have the same rights to
contribution as the Company. Any party entitled to contribution shall,
promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for
contribution may be made against the other party under this
paragraph (iii), notify such party from whom contribution may be
sought, but the omission to so notify such party shall not relieve the
party from which contribution may be sought from any obligation it or
they may have hereunder or otherwise.
The Company's agreements with respect to Warrant Shares in this Section
13 shall continue in effect regardless of the exercise and surrender of this
Warrant.
14. Governing Law. This Warrant Certificate shall be governed by,
enforced and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of law thereof.
12
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed by its officers thereunto duly authorized and its corporate
seal to be affixed herein.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/Leonard A. Trugman
_____________________________
Name: Leonard A. Trugman
Title: Chairman, CEO and President
[SEAL]
Dated: July 1, 1997
Attest:
/s/Michael Taber
___________________________
Michael Taber, Secretary
13
<PAGE>
EXERCISE FORM
Dated: ________________, 199_
The undersigned hereby irrevocably elects to exercise the right to
purchase __________ shares of Common Stock covered by this Warrant according to
the conditions hereof and herewith makes payment of the Exercise Price for such
shares in full.
________________________________
Signature [Print Name]
________________________________
(STREET ADDRESS)
________________________________
(CITY) (STATE) (ZIP CODE)
14
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers unto
Name________________________________________________________________
(Please typewrite or print in bold letters)
Address_______________________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
__________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint _____________________ Attorney, to transfer
the same on the books of the Company with full power of substitution in the
premises.
Date _____________, 199_
Signature __________________________
[PRINT NAME]
15
EXHIBIT 5.1
-----------
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard
Great Neck, New York 11021
April 22, 1998
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 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 40,000 shares of the
Corporation's common stock, $.10 par value per share ("Common Stock"), to be
issued upon the exercise of their 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; and
2. The Warrant Shares are duly authorized, and when the Warrants are
exercised and duly paid for in accordance with their terms, as described in the
Registration Statement, the Warrant Shares will be legally issued, fully paid
and non- assessable.
<PAGE>
Del Global Technologies Corp.
April 22, 1998
Page 2
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.
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement 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
April 20, 1998
EXHIBIT 23.2
------------
CONSENT OF COUNSEL
The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
