SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6 (e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or
ss.240.14a-12
DEL GLOBAL TECHNOLOGIES CORP.
(Name of Registrant as Specified In Its Charter)
LEONARD A. TRUGMAN, PRESIDENT
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
<PAGE>
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value ot transaction:
- --------------------------------------------------------------------------------
(5) Total Fee Paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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2
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
1 Commerce Park
Valhalla, New York 10595
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------
February 10, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Del Global Technologies Corp. (the "Company") will be held on
February 10, 1998, at 10:00 a.m. New York City time, at the Hotel
Inter-Continental, 111 East 48th Street, New York, NY 10017, for the following
purposes, all as more fully described in the accompanying Proxy Statement:
(A) To elect a Board of Directors for the ensuing year;
(B) To amend the Company's Amended and Restated Stock Option Plan to
increase by 500,000 the number of shares of Common Stock reserved
for issuance thereunder;
(C) To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending August 1, 1998; and
(D) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Only stockholders of record as of the close of business on December 17,
1997 are entitled to notice of and to vote at the Meeting. A complete list of
the stockholders entitled to vote at the Meeting will be maintained at the
offices of the Company for a period of at least ten days prior to the Meeting.
By order of the Board of Directors,
MICHAEL TABER,
Secretary
Dated: January 12, 1998
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PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN THE PROXY PROMPTLY
IN THE ENCLOSED STAMPED ENVELOPE, WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
IF YOU ATTEND THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
1 Commerce Park
Valhalla, New York 10595
----------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on February 10, 1998
INTRODUCTION
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Del Global Technologies Corp., a New York corporation (the
"Company"), in connection with the Annual Meeting of Stockholders (the
"Meeting") to be held at the Hotel Inter-Continental, 111 East 48th Street, New
York, NY 10017, on February 10, 1998 at 10:00 a.m. New York City time, or any
adjournment or adjournments thereof. This Proxy Statement and the accompanying
proxy will first be sent to stockholders on or about January 12, 1998.
Each proxy executed and returned by a stockholder may be revoked at any
time thereafter by written revocation, by execution of a written proxy bearing a
later date or by attending the Meeting and voting in person. No such revocation
will be effective, however, with respect to any matter or matters upon which,
prior to such revocation, a vote shall have been cast pursuant to the authority
conferred by such proxy. Where instructions are indicated, proxies will be voted
in accordance therewith. Where no instructions are indicated, proxies will be
voted for the election of the nominees for Director set forth herein and for the
other proposals.
The Board of Directors has fixed December 17, 1997 as the record date (the
"Record Date") for the purpose of determining the stockholders entitled to
notice of and to vote at the Meeting. As of such date, there were issued and
outstanding and entitled to vote 7,531,454 shares of Common Stock, each such
share being entitled to one vote. A quorum of the stockholders, present in
person or by proxy, consists of the holders of a majority of the outstanding
shares.
The cost of solicitation of proxies will be borne by the Company. The
Board of Directors may use the services of the individual Directors, officers
and other regular employees of the Company to solicit proxies personally or by
telephone or facsimile and may request brokers, fiduciaries, custodians and
nominees to send proxies, Proxy Statements and other material to their
principals and reimburse them for their out-of-pocket expenses.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The table below sets forth information concerning the shares of Common
Stock beneficially owned as of the Record Date by (i) each person known by the
Company to be the beneficial owner of more than five (5%) percent of the Common
Stock of the Company; (ii) each Director of the Company; (iii) each of the
executive officers named in the table under "Executive Compensation and Other
Information--Summary Compensation Table" and (iv) all Directors and executive
officers as a group.
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership (1) Common Stock
------------------- ----------------- --------------
LEONARD A. TRUGMAN.................... 906,184(2) 11.0%
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
NATAN V. BERTMAN...................... 102,659(3) 1.4%
c/o Bertman & Levine
945 Manhattan Avenue
Brooklyn, NY 11222
1
<PAGE>
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership (1) Common Stock
------------------- ----------------- -------------
DAVID ENGEL 16,263(4) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
LOUIS J. FARIN, SR.................... 48,977(5) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
PAUL J. LIESMAN....................... 7,738(6) *
c/o Bertan High Voltage Corp.
121 New South Road
Hicksville, NY 11801
JOHN MANKOWICH (7).................... -- *
c/o Gendex-Del Medical Imaging Corp.
11550 West King Street
Franklin Park, IL 60131
DAVID MICHAEL......................... 160,450(8) 2.1%
c/o David Michael & Co., P.C.
Seven Penn Plaza
New York, NY 10001
SEYMOUR RUBIN......................... 161,680(9) 2.1%
c/o RFI Corporation
100 Pine Aire Drive
Bay Shore, NY 11706
MICHAEL TABER......................... 7,248(10) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
JAMES TIERNAN......................... 8,733(11) *
7 Patriot Court
New City, NY 10956
All officers and Directors (10)
as a group.......................... 1,419,932(12) 16.5%
OTHERS
PUTNAM INVESTMENTS, INC............... 456,063 6.1%
One Post Office Square
Boston, MA 02109
- ----------
* Represents less than 1% of the outstanding shares of Common Stock of the
Company including shares issuable under options which are presently
exercisable or will become exercisable within 60 days of the Record Date.
(1) Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares shown as beneficially owned by such
person.
(2) Includes 736,230 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(3) Includes 74,444 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(4) Includes 15,804 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(5) Includes 39,850 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(6) Includes 7,354 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
2
<PAGE>
(7) Mr. Mankowich was granted 10,000 options to purchase shares of Common
Stock on April 18, 1997, none of which are currently exercisable.
(8) Includes 122,230 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(9) Includes 139,687 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(10) Includes 6,221 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(11) Includes 8,733 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(12) Includes 1,150,553 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
PROPOSAL ONE: ELECTION OF DIRECTORS
There are five nominees for the Board of Directors. All Directors are to
be elected for a term of one year and until their respective successors are
elected and qualified.
Each of the persons listed below is currently a Director and each has
agreed to serve if elected. The Board of Directors expects that the nominees
named below will be available for election, but in the event of the refusal or
inability of any nominee to stand for election, proxies will be voted for the
election of such other person, if any, as may be nominated by the management of
the Company.
Set forth below is the name and age of each nominee, his position in the
Company and his principal occupation at present and during the past five years.
Principal Occupation,
Name, Age and Position Business Experience and
with the Company Directorships
- ---------------------- -----------------------
LEONARD A. TRUGMAN, 59...... Chairman of the Board, Chief Executive Officer
Chairman of the Board, and President of the Company.
Chief Executive
Officer and President
NATAN V. BERTMAN, 68........ Partner of Bertman & Levine and a Director of the
Director Company.
DAVID MICHAEL, 60........... President of David Michael & Co., P.C., C.P.A.
Director and a Director of the Company.
SEYMOUR RUBIN, 67........... Director and Vice President of the Company.
Director and Vice President of RFI Corporation, a wholly owned
President subsidiary of the Company.
JAMES TIERNAN, 74........... Retired. Former Vice President of The Chase
Director Manhattan Bank, N.A. and a Director of the
Company.
Required Vote
Directors are elected by a plurality of votes cast. Votes withheld and
broker non-votes are not counted toward a nominee's total.
The Board of Directors recommends a vote FOR the election of each of the
nominated Directors.
DIRECTORS AND EXECUTIVE OFFICERS
Board of Directors and Committees
During the Company's last fiscal year, 5 meetings of the Board of
Directors were held. The Board of Directors has an Audit Committee, Compensation
Committee and a Stock Option Committee. The Audit Committee, which consists of
Messrs. Bertman, Michael and Trugman, met once during the last fiscal year. The
Compensation Committee, which consists of Messrs. Bertman and Michael, met once
during the last fiscal year. The Stock Option Committee, which consists of
Messrs. Michael and Tiernan met once during the last fiscal year. The Company
presently has no nominating committee. All Directors attended at least 75% of
the Board of Directors' meetings.
3
<PAGE>
Executive Officers
The following table sets forth the names and ages of all executive
officers and significant employees of the Company and their positions with the
Company.
Name Position Age
---- -------- ----
LEONARD A. TRUGMAN....... Chairman of the Board, Chief Executive 59
Officer and President
DAVID ENGEL.............. Executive Vice President and Chief 48
Financial Officer
LOUIS J. FARIN, SR....... Vice President and General Manager 54
of Del Power Conversion Division
PAUL J. LIESMAN.......... Vice President and General Manager 36
of Bertan High Voltage Corp.
JOHN MANKOWICH........... Vice President and General Manager 53
of Gendex-Del Medical Imaging Corp.
SEYMOUR RUBIN............ Vice President and President of RFI 67
Corporation
MICHAEL TABER............ Vice President--Finance, Secretary and 52
Chief Accounting Officer
The officers of the Company, with the exception of Mr. Trugman, are
elected or appointed by the Board of Directors to hold office until the meeting
of the Board of Directors following the next annual meeting of stockholders.
Subject to the right of the Company to remove officers pursuant to its By-Laws,
officers serve until their successors are chosen and have qualified. Mr. Trugman
holds his position pursuant to an employment agreement which expires on July 31,
2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and Directors and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and the NASDAQ Stock Market. Specific due dates for these reports
have been established and the Company is required to report herein any failure
to file by these dates in the fiscal year ended August 2, 1997. Leonard A.
Trugman and Michael Taber were late in reporting shares owned by them under the
Company's Employee Stock Purchase Plan. David Engel, Paul Liesman and Seymour
Rubin were late in reporting the grant of stock options issued to them on
November 6, 1996 under the Company's Amended and Restated Stock Option Plan and
shares owned by them under the Company's Employee Stock Purchase Plan. Louis
Farin was late in reporting the grant of stock options issued to him on November
6, 1996 under the Company's Amended and Restated Stock Option Plan. John
Mankowich was late in filing a Form 3 and reporting stock options granted to him
on April 18, 1997 under the Company's Amended and Restated Stock Option Plan.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and other Compensation
The following table shows, for the fiscal years ended August 2, 1997,
August 3, 1996 and July 29, 1995, the compensation paid or accrued by the
Company to or for the Company's Chief Executive Officer and each of the four
other most highly compensated executive officers of the Company and two
additional individuals during the fiscal year ended August 2, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation Awards
--------------------------------------------- -----------------------
Other Securities
Name and Annual Restricted Underlying All Other
Principal Salary Bonus Compen- Stock Options/ Compen-
Position Year ($) ($) sation($) Awards($) SARS (#) sation ($)(1)
--------- ----- -------- ----------- -------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEONARD A. TRUGMAN 1997 303,876 488,541(2) -- -- -- 43,313
Chairman of the Board, 1996 289,406 343,318(2) -- -- -- 39,708
Chief Executive Officer 1995 275,625 257,273(2) -- -- 56,275 40,356
and President
SEYMOUR RUBIN 1997 225,000 50,000 -- -- 5,150 14,124
Vice President 1996 223,379 32,284 -- -- 10,609 7,274
and President of 1995 210,000 50,000 -- -- 11,255 8,539
RFI Corporation
MICHAEL TABER 1997 104,000 15,000 62,821(3) -- 5,150 9,655
Vice President - Finance, 1996 100,000 12,500 -- -- 7,957 3,002
Secretary and Chief 1995 92,500 10,000 -- -- 5,628 3,002
Accounting Officer
DAVID ENGEL 1997 125,000 44,535 -- -- 7,725 2,062
Executive Vice 1996 109,423 7,500 -- -- 10,609 1,496
President and Chief 1995 86,634 1,500 -- -- 5,628 666
Financial Officer
LOUIS J. FARIN, SR. 1997 110,000 15,000 -- -- 5,150 9,183
Vice President and 1996 105,000 20,815 -- -- 10,609 1,532
General Manager - 1995 100,000 4,000 -- -- -- --
Del Power Conversion
Division
HOWARD BERTAN(4) 1997 144,063 111,910 -- -- 10,000 12,014(5)
Senior Technical 1996 154,918 117,665 -- -- 10,609 1,655
Consultant 1995 139,192 72,154 -- -- -- 1,000
GEORGE SOLOMON(6) 1997 128,983 5,000 -- -- 2,575 2,203
Vice President - 1996 164,721 5,000 -- -- 10,609 1,410
International Sales and 1995 155,392 5,000 -- -- -- 1,000
Marketing, President of
Del Medical Systems
</TABLE>
- ----------
(1) Includes insurance premiums where families of the officers are
beneficiaries and automobile expense allowances. The insurance premiums
paid in fiscal 1997, 1996 and 1995, respectively, were $14,813, $13,908
and $13,058, for Mr. Trugman and $11,499, $5,418 and $5,541 for Mr. Rubin.
(2) Includes deferred compensation in the amount of $125,000 for each of 1997,
1996 and 1995 fiscal years, respectively.
(3) Earnings related to exercise of nonqualified stock options.
(4) Mr. Bertan was President of Bertan High Voltage Corp. until May 28, 1996,
at which time he became a Senior Technical Consultant to the Company.
(5) Includes non-compete payments of $9,648.
(6) Mr. Solomon resigned as of May 2, 1997.
5
<PAGE>
Stock Options
The following table contains information concerning the grant of stock
options under the Company's Amended and Restated Stock Option Plan to the named
executive officers of the Company and two additional individuals during the
fiscal year ended August 2, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
----------------- Value at Assumed Annual
% of Total Rates of Stock Price
Options Options Granted Exercise Appreciation for Option Term (1)
Granted to Employees Price Expiration --------------------------------
Name (#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
------ ------- --------------- -------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
LEONARD A. TRUGMAN........ -- -- -- -- -- --
SEYMOUR RUBIN............. 5,150 4% $8.25 11/06/11 $45,840 $134,993
MICHAEL TABER............. 5,150 4% $8.25 11/06/11 $45,840 $134,993
DAVID ENGEL............... 7,725 6% $8.25 11/06/11 $68,762 $202,490
LOUIS J. FARIN, SR........ 5,150 4% $8.25 11/06/11 $45,840 $134,993
HOWARD BERTAN............. 10,000 7% $8.63 3/25/12 $93,111 $274,197
GEORGE SOLOMON............ 2,575 2% $8.25 11/06/11 $22,920 $ 67,496
</TABLE>
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(1) Fair market value of stock on grant date compounded annually at rate shown
in column heading for the option term less the exercise price.
Option Exercises and Holdings
The following table sets forth information with respect to the named
executive officers and two additional individuals concerning the exercise of
options during the fiscal year ended August 2, 1997 and unexercised options held
as of the end of the fiscal year ended August 2, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised In-
Shares Value Options the-Money Options
Acquired on Realized at Fiscal at Fiscal Year-
Name Exercise (#) ($) (1) Year-End (#) End ($) (2)
----- ------------ ------- ------------ -------------------
Exercisable/ Exercisable/
Unexercisable Unexercisable
------------- -------------------
<S> <C> <C> <C> <C>
LEONARD A. TRUGMAN............ -- -- 722,160/28,138 $5,867,089/$163,482
SEYMOUR RUBIN................. -- -- 122,247/26,420 $ 777,312/$118,189
MICHAEL TABER................. 15,749 $62,821 0/15,469 $ 0/$ 62,526
DAVID ENGEL................... -- -- 9,813/19,777 $ 48,748/$ 70,551
LOUIS J. FARIN, SR............ -- -- 31,473/20,441 $ 194,509/$ 79,119
HOWARD BERTAN................. -- -- 54,444/ 7,957 $ 211,461/$ 32,385
GEORGE SOLOMON................ -- -- 11,876/ 0 $ 62,172/$ 0
</TABLE>
(1) Amounts reflect the difference between the fair market value of the
underlying shares of Common Stock on the date of exercise and the exercise
price on the date of exercise.
(2) Amounts reflect the difference between the fair market value of the
underlying shares of Common Stock and the exercise price for in-the-money
options on August 2, 1997 ($10.25).
Employment Agreements
Mr. Leonard A. Trugman has an employment agreement with the Company,
effective as of August 1, 1992, which was subsequently amended on July 20, 1994
and September 1, 1994, pursuant to which he has agreed to serve as Chairman of
the Board, President and Chief Executive Officer of the Company until July 31,
2000. Mr. Trugman's annual base salary was $303,876 for the twelve months ended
August 2, 1997. His annual base salary for the twelve months ending August 1,
1998 is $319,073 and was determined by multiplying $303,876 by the greater of 5%
or the increase in the Consumer Price Index as of August 1, 1997 over the amount
of such
6
<PAGE>
index as of August 1, 1996 ("Base Salary"). For each subsequent year during the
term of his agreement, his annual Base Salary is subject to increases equal to
the greater of 5% or the increase in the Consumer Price Index. Mr. Trugman
receives a bonus each year equal to 5% of the Company's pre-tax net income for
such year. Mr. Trugman's agreement also provides for a deferred compensation
account whereby the Company shall deposit (a) $100,000 annually and (b) after
receipt of the Company's audited financial statements with respect to each
fiscal year, an amount equal to the lesser of (x) $25,000 or (y) 5% of the
Company's pre-tax net income for such fiscal year less $100,000. Mr. Trugman's
deferred compensation account balance pursuant to his employment agreement was
$722,566 as of August 2, 1997. At the expiration of the employment agreement, or
in the event Mr. Trugman's employment is terminated for any reason whatsoever,
other than for cause or total disability, Mr. Trugman, at his sole option, may
elect to be engaged by the Company as a consultant for a term of five years. Mr.
Trugman's annual consulting compensation for the first year of the consulting
term shall be equal to (i) his base salary for the final year of his employment
agreement ("Last Base Salary") or (ii) his base salary in effect upon his
termination ("Termination Base Salary"), whichever is applicable. Mr. Trugman's
consulting compensation for the second through fifth year of the consulting term
shall be adjusted annually by multiplying the Last Base Salary or the
Termination Base Salary, as the case may be, by an applicable percentage ranging
from 92% in the second year to 61% in the fifth year.
Mr. Trugman is also entitled to compensation in the event of a change of
control of the Company and his employment is terminated for any reason
whatsoever. Such compensation shall be an amount equal to three times (x) the
base salary to be paid to Mr. Trugman for the fiscal year in which such
termination occurs, plus (y) the guaranteed bonus paid to Mr. Trugman for the
immediately preceding year, plus (z) the amount credited to the deferred
compensation account for the immediately preceding fiscal year, but in no event
in an aggregate amount greater than the maximum allowed pursuant to governing
law. Such payment must be made within 90 days after the change of control. The
employment agreement contains confidentiality provisions and a non-compete
provision for a term of one year after the termination of Mr. Trugman's
employment.
Mr. Howard Bertan had an employment agreement with Bertan High Voltage
Corp. which commenced on April 24, 1994 and terminated on April 23, 1997. The
employment agreement provided for the payment of a base salary of $154,350 for
the period which commenced on April 24, 1996 and terminated on April 23, 1997.
Mr. Bertan received a bonus for the period commencing August 4, 1996 and ending
April 23, 1997 in the amount of $111,910. Such bonus was equal to five (5%)
percent of Bertan High Voltage Corp.'s pre-tax net income. The employment
agreement contained standard confidentiality and non-compete provisions. As of
May 28, 1996, Mr. Bertan became a technical consultant to the Company. In
consideration of Mr. Bertan's convenant not to compete for a period of ten years
after the completion of his employment agreement, he will receive $500,000,
payable in equal quarterly payments for a period of ten years after his period
of active employment. Such payment period commenced April 24, 1997. During the
fiscal year ended August 2, 1997, non-compete payments of $9,648 were made. Such
payments are subject to adjustment to reflect the greater of (i) 5% or (ii)
increases in the Consumer Price Index for the United States.
Directors of the Company did not receive compensation for their services,
as such, except a fee of $750.00 for each meeting of the Board of Directors
which they attended. Messrs. Trugman and Rubin waived their right to receive
such compensation.
Stock Purchase Plan
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan which is funded by payroll
deductions. Shares acquired pursuant to such plan by employees of the Company
are purchased in the open market by the custodian of the plan. The Company
administers such plan and pays all brokerage commissions incurred in connection
with such plan. All shares so purchased are held in street name until they are
issued semi-annually or until an employee requests that the shares to which he
is entitled, or a portion thereof, be issued to him. Substantially all employees
of the Company are eligible to participate in such plan. As of December 17,
1997, 1,013 and 3,190 shares have been issued to Leonard A. Trugman and all
executive officers as a group, respectively. As of July 1, 1997, all executive
officers of the Company have elected not to participate in the Company's
Employee Stock Purchase Plan.
7
<PAGE>
Employee Benefit Plans
Defined Benefit Plan
The Company has a defined benefit pension plan which provides retirement
benefits for some full time employees ("Participants"). Effective February 1,
1986, the plan was frozen so that future salary increases are not considered in
determining a Participant's pension benefit, contributions by Participants are
no longer permitted and participation in the plan is limited to those
Participants as of August 1, 1984. Pursuant to the plan, Participants will
receive a benefit, computed by an actuary at retirement based upon their number
of years of credited service and average total annual compensation during five
consecutive years of their service, reduced by a portion of their benefits under
social security. The Company continues to fund the plan with contributions
determined on an actuarial basis.
The following table illustrates, for representative average annual covered
compensation and years of credited service classifications, the estimated annual
retirement benefits payable to employees under this plan upon retirement at age
65 based on the plan's normal form of benefit and social security benefits
frozen as of August 1, 1984. Benefits under the plan are limited to the extent
required by the Employee Retirement Income Security Act of 1974.
PENSION PLAN TABLE
Average Annual Years of Credited Service
Covered Compensation 15 or more
--------------------- ----------------------
$ 40,000................................ $13,000
$ 50,000................................ $17,000
$ 75,000................................ $27,000
$ 100,000................................ $37,000
The executive officers, with the exception of Louis J. Farin, Sr., named
in the Summary Compensation Table do not participate in the plan. During the
fiscal year ended July 29, 1995, the Pension Plan was submitted to the Internal
Revenue Service and a favorable determination letter was received.
401(k) Plan and Profit Sharing Plan
The Company has a 401(k) plan under which employees may elect to defer a
portion of their annual compensation. Merrill Lynch, Pierce, Fenner & Smith Inc.
("Merrill Lynch") is the plan administrator. All employees with over 90 days of
service and over the age of 21 may elect to defer from 2% to 15% of their annual
salary. The plan is administered by Merrill Lynch and employees may elect where
their deferred salary will be invested. Highly compensated employees' salary
deferrals are limited by the contribution levels of all other eligible
participants. Distributions are made at retirement or upon termination of
employment. During the fiscal year ended July 29, 1995 the plan was submitted to
the Internal Revenue Service and a favorable determination letter was received.
On February 1, 1986 the Company initiated a profit sharing plan as part of
the 401(k) plan which allows substantially all of the Company's employees to
participate in the profits of the Company, regardless of whether or not the
employee elected to contribute to the 401(k) plan in any year. Since the profit
sharing plan is part of the 401(k) plan, eligibility, participation and other
requirements are governed by the provisions of the 401(k) plan. Contributions to
the plan are determined based upon a calculation directly related to the
Company's sales volume and pre-tax profits. There was a $52,500 contribution for
the period ended August 2, 1997.
8
<PAGE>
REPORT OF THE DEL GLOBAL TECHNOLOGIES CORP.
BOARD OF DIRECTORS COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") of the Board of Directors of
the Company determines the Company's executive compensation policies. The
Committee is comprised of two non-employee Directors. After evaluating the
performance of the Company and its executive officers, the Committee recommends
compensation programs and salary levels to the entire Board of Directors for
approval. Set forth below is a report submitted by the Committee addressing the
Company's compensation policies for the fiscal year ended August 2, 1997 as they
affected the executive officers of the Company.
Compensation Philosophy
The goals of the executive compensation program are to attract, retain and
award executive officers who contribute to the success of the Company.
Compensation opportunities are aligned with the Company's business objectives.
The compensation programs are designed to motivate executive officers to meet
annual corporate performance goals and enhance long-term stockholder value.
In designing and administering the executive compensation program, the
Committee strives to balance short and long-term incentive objectives and use
prudent judgment in establishing performance criteria, evaluating performance
and determining actual incentive awards. The Committee believes that stock
ownership by executive officers is beneficial in aligning the common interests
of management and stockholders to enhance stockholder value.
Components of Executive Compensation
The three components of the Company's executive compensation program are
base salary, annual bonus and stock option grants. These three elements are
structured by the Committee, in conjunction with the Company's stock option
committee which is comprised of two other non-employee Directors, to
cumulatively provide the Company's executive officers with levels of total
compensation consistent with the Company's executive compensation philosophy
described above.
The Company's executive salary levels are intended to be consistent with
competitive salary levels and job responsibilities of each executive. Salary
increases reflect competitive and economic trends, the overall financial
performance of the Company and the performance of the individual executive.
Factors considered in gauging the Company's overall financial performance
include the Company's revenues and profits.
Relationship of Company Performance to Executive Compensation
The Committee takes into account the executives' performance in special
projects undertaken during the past fiscal year, contribution to strategic
acquisitions and development of new products, marketing strategies,
manufacturing efficiencies and other factors. In addition, in determining
executive compensation the Committee also considers the contributions of each
executive officer to the growth in pre-tax earnings of the Company over the last
fiscal year.
Satisfaction of certain performance criteria (including initiative,
contribution to overall corporate performance and managerial ability) is
evaluated after informal discussions with other members of the Board and, for
all of the executives other than Mr. Trugman, after discussions with Mr.
Trugman.
Compensation of Chief Executive Officer
In addition to the factors mentioned above, the Committee's general
approach in setting Mr. Trugman's annual compensation is to seek to be
competitive with other companies in the Company's industry and to reward Mr.
Trugman's strategic management abilities in directing the Company's expansion
efforts and its development and exploitation of new markets, growth of its
international business and new business opportunities.
Mr. Trugman's annual base salary for the fiscal year ended August 2, 1997
was $303,876, an increase of $14,470 over his previous annual salary of
$289,406. Such increase reflects Mr. Trugman's base salary pursuant to his
employment agreement, effective as of August 1, 1992, which was subsequently
amended on July 20, 1994
9
<PAGE>
and September 1, 1994. Mr. Trugman's base salary, bonus and deferred
compensation for the fiscal year ended August 2, 1997 was $792,417 as compared
to $632,724 for the previous fiscal year. Such agreement provides for future
base salary increases in an amount equal to the greater of a 5% increase or the
increase in the Consumer Price Index. The annual bonus paid to Mr. Trugman for
the fiscal year ended August 2, 1997 was equal to 5% of the Company's pre-tax
net income for such year. Mr. Trugman's deferred compensation account payment
for the fiscal year ended August 2, 1997 was $125,000 which represents
approximately 1.75% of the Company's pre-tax earnings for such fiscal year. Such
payment was based upon Mr. Trugman's employment agreement which provides that
the Company shall deposit (a) $100,000 annually and (b) after receipt of the
Company's audited financial statements with respect to each fiscal year, an
amount equal to the lesser of (x) $25,000 or (y) 5% of the Company's pre-tax net
income for such fiscal year less $100,000.
Compensation Committee
NATAN V. BERTMAN
DAVID MICHAEL
10
<PAGE>
Performance Graph
The following graph compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock with The
Nasdaq Market Index and the peer group index for each of Standard Industrial
Classification Code ("SIC Code") 3679 and SIC Code 3844 for the period
commencing August 1, 1992 and ending August 2, 1997. The peer group for SIC Code
3679 consists of 55 companies engaged in the manufacture of electronic
components and includes Applied Magnetics Corporation, Espey Manufacturing &
Electronics, General Microwave Corporation, Hutchinson Tech, Inc., Medicore,
Inc., Recoton Corporation and Telepanel Systems, Inc. Due to the transition of
the majority of the Company's business from electronic components to medical
imaging systems, SIC Code 3844 -- X-Ray apparatus, has been deemed a more
appropriate peer group. This peer group consists of 9 companies and includes
Fischer Imaging Corp., Hologic Inc., Invision Technologies Inc., Thermotrex
Corp. and Trex Medical Corp. The graph assumes that $100 was invested on August
1, 1992 in the Company's Common Stock and in each of the other indices and
assumes reinvestment of all dividends and is weighted on a market capitalization
basis.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG DEL GLOBAL TECHNOLOGIES CORP.,
NASDAQ MARKET INDEX AND SIC CODE INDEX
[The following table was represented as a line graph in the printed material]
DEL GLOBAL NASDAQ MARKET SIC CODE SIC CODE
TECH. CORP. INDEX 3844 3679
---------- ------------- -------- --------
1992 ...... 100 100 100 100
1993 ...... 104.93 124.21 67.55 87.17
1994 ...... 111.29 135.54 67.7 103.71
1995 ...... 123.97 166.1 85.05 147.33
1996 ...... 166.22 181.07 115.53 153.94
1997 ...... 209.51 266.1 83.33 221.8
ASSUMES $100 INVESTED ON AUGUST 1, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING AUGUST 2, 1997
11
<PAGE>
PROPOSAL TWO: PROPOSAL TO AMEND THE COMPANY'S
AMENDED AND RESTATED STOCK OPTION PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER
At the Meeting, the stockholders will be asked to approve an amendment to
the Company's Amended and Restated Stock Option Plan (the "Plan") to increase by
500,000 the number of shares of Common Stock reserved for issuance thereunder.
There are 2,624,293 shares of the Company's Common Stock reserved for
issuance under the Plan, exclusive of the 500,000 shares subject to stockholder
approval at the Meeting. Upon approval of the amendment, 3,124,293 shares of the
Company's Common Stock will be reserved for issuance under the Plan. As of the
Record Date, options to purchase an aggregate of 1,834,841 shares were
outstanding and 13,452 shares, exclusive of the 500,000 shares subject to
stockholder approval at the Meeting, were available for future grant. The
purpose of the Plan is to advance the interests of the Company and its
stockholders by providing officers, key management employees and other eligible
participants with financial incentives tied directly to the Company's long term
business objectives. The Board of Directors believes that the remaining shares
available for grant under the Plan are insufficient to accomplish these
purposes.
Approval of the amendment requires the affirmative vote of the holders of
a majority of the shares of Common Stock represented at the Meeting.
The Board of Directors recommends a vote FOR the proposal to amend the
Plan.
The following summary describes the features of the Plan.
Types of Incentive Awards. The Plan contains two optional forms of
incentive awards which may be used at the sole discretion of the Stock Option
Committee (the "Committee"). Incentive awards under the Plan may take the form
of stock options or stock appreciation rights ("SARs"). The stock options may be
incentive stock options ("ISOs") intended to qualify for special tax treatment
or non-qualified stock options ("NQSOs").
The type of incentive award being granted, as well as the terms and
conditions of the award, will be determined by the Committee at the time of
grant.
Eligibility. All officers of the Company are eligible to participate in
the Plan. Also eligible to participate, if so identified by the Committee, are
officers of wholly-owned subsidiaries of the Company, other key management
employees of the Company or any wholly-owned subsidiary of the Company, other
employees or consultants of the Company or any subsidiary or affiliate of the
Company, and other persons whose participation in the Plan is deemed by the
Committee to be in the best interests of the Company. The existing Stock Option
Plan permits participation by officers, employees and consultants of the
Company.
Administration of the Plan. The Committee will determine the eligible
participants who will be granted incentive awards, determine the amount and type
of award, determine the terms and conditions of awards, construe and interpret
the Plan, and make all other determinations with respect to the Plan, to the
extent permitted by applicable law.
Duration of the Plan. The Plan is a fifteen year program and will
terminate on December 31, 2009, unless terminated sooner according to the terms
of the Plan.
Stock Option Plan. The Committee may grant ISOs, NQSOs and tandem SARs to
eligible participants, subject to the terms and conditions of the Plan.
Stock Options. ISOs allow the optionee to buy a certain number of shares
of the Company's Common Stock at an option price equal to the market price at
the time the option is granted. NQSOs allow the optionee to buy a certain number
of shares of the Company's Common Stock at an option price equal to, more than,
or less than the market price at the time the option is granted. An option may
not be exercised until the right to do so has vested under a schedule approved
by the Committee. The vesting schedule generally approved by the Committee
generally provides that one-quarter of the options may be exercised on or after
the first anniversary of the date of grant, one-half on or after the second
anniversary, three-quarters on or after the third anniversary and 100 percent on
or after the fourth anniversary.
12
<PAGE>
Tandem SARs. At the discretion of the Committee, options may be granted
with or without tandem SARs which permit an optionee to surrender an option or a
portion thereof in exchange for a cash payment equal to the difference between
the current market value of the stock and the option price. A tandem SAR is
subject to the same terms and conditions as the related option, except that it
may be exercised only when the market value exceeds the option price. In
addition, executive officers of the Company and other participants who are
subject to Section 16 of the Securities Exchange Act of 1934 may exercise SARs
only during certain quarterly window periods.
Payment for Shares Upon Exercise of Stock Options. At the time an option
is exercised, shares of Common Stock may be purchased using (1) cash; (2) shares
of the Company's Common Stock owned by the optionee for at least one year; (3) a
"cashless exercise" procedure (whereby a broker sells the shares or holds them
as collateral for a margin loan, delivers the option price to the Company, and
delivers the remaining sale or loan proceeds to the optionee); or (4) any
combination of the foregoing or any other method of payment which the Committee
may allow, to the extent permitted by applicable law.
Term of Options and Tandem SARs. The term of each ISO and related tandem
SAR is ten years and the term of each NQSO and related tandem SAR is fifteen
years, subject to earlier termination as described below.
Termination of Employment or Relationship with the Company. Upon
termination of the optionee's employment or relationship with the Company, any
unexercised options shall be cancelled and terminated immediately, except that
any unexercised options which are vested may be exercised during the balance of
their term or within nine months of termination, whichever is shorter. If an
optionee is terminated for cause or discharged, any unexercised options shall be
terminated immediately. In the event of a termination by reason of retirement by
reason of death or disability, or by reason of a divestiture or change in
control of the Company, special rules allow the optionee to exercise all vested
and unvested options within certain time periods after termination.
Adjustments Upon Changes in Number or Value of Shares of Common Stock. In
order to prevent enlargement or dilution of rights resulting from stock
dividends, stock splits, recapitalizations, mergers, consolidations, or other
events that materially increase or decrease the number or value of shares of the
Company's Common Stock, the Committee may adjust (1) the number of shares of
Common Stock available for future grants of incentive awards under the Plan, (2)
the number of shares represented by outstanding awards, and (3) the price of
those shares.
Non-Transferability of Options. Options shall not be transferable
otherwise than by will or by the laws of descent and distribution, and, subject
to the Committee's discretion, generally may be exercised during the lifetime of
the recipient only by the recipient.
Change in Control. Unless the Committee determines that a change in
control (as defined in the Plan) is in the best interests of stockholders of the
Company and will not adversely impact the recipients of incentive awards under
the Plan, (1) any time periods relating to the exercise or realization of any
incentive award shall be accelerated so that such award may be exercised or
realized in full immediately upon the change in control, and (2) the Committee
may offer recipients the option of having the Company purchase their awards for
an amount of cash which could have been attained upon the exercise or
realization of such awards if they had been fully exercisable or realizable.
Amendment and Termination of the Plan and Options. The Board of Directors
or the Committee may at any time suspend, terminate, modify or amend the Plan in
any respect. However, stockholder approval of amendments shall be obtained in
the manner and to the degree required by applicable laws or regulations. The
Committee also has broad discretion to amend or modify the terms and conditions
of any incentive award or cancel or annul any grant of an award, subject to
certain restrictions.
Funding. Inasmuch as the Plan is designed to encourage financial
performance and to improve the value of stockholders' investment in the Company,
the costs of the Plan will be funded from corporate earnings.
Federal Income Tax Consequences. The following summary of federal income
tax consequences does not purport to be a complete statement of the law in this
area. Furthermore, the discussion below does not cover the tax consequences of
the Plan (or the grant or exercise of options thereunder) under state and/or
other local
13
<PAGE>
tax laws, and such tax laws may not correspond to the federal tax treatment
described herein. Accordingly, individuals eligible to receive options under the
Plan should consult with their personal tax advisors prior to engaging in any
transactions under the Plan.
The characterization of income as either ordinary income or capital gain
is still required by the Internal Revenue Code ("IRC"), and may have important
tax consequences to participants under the Plan in some situations. Therefore,
the following summary continues to characterize income from various transactions
as either ordinary income or capital gain.
Incentive Stock Options. In general, an option holder will not be treated
as receiving taxable income upon either the grant or exercise of an option which
qualifies as an ISO, and the option holder generally will receive capital gain
or loss treatment, as the case may be, upon the sale of the shares acquired upon
the exercise of an ISO, if certain conditions relating to employment
requirements and holding period requirements under Section 422 of the IRC are
satisfied. Under most circumstances, the shares of Common Stock acquired
pursuant to the exercise of an ISO (a) must not be sold or otherwise disposed of
for two years from the date of the grant of such option, and (b) must be held
for at least one year after the transfer of such stock to the option holder upon
exercise of the option. (Neither of such holding periods apply to the
disposition of shares by the option holder's estate or the option holder's heirs
after death.)
If shares acquired upon exercise of an ISO are disposed of in violation of
holding period requirements described above (a "Disqualifying Disposition"), the
option holder generally will recognize ordinary income in the year of such
Disqualifying Disposition in an amount equal to the difference between (a) the
option exercise price, and (b) the lesser of (i) the amount realized on such
disposition or (ii) the fair market value of such shares as of the date of
exercise of the option under which the shares were acquired. Any gain realized
on a Disqualifying Disposition in excess of such ordinary income amount
generally will be treated as capital gain (short term or long-term depending on
the option holder's holding period with respect to such shares).
In the case of ISOs, the excess of the fair market value of the stock as
of the exercise date over the option exercise price is included in alternative
minimum taxable income in the year of exercise, and thus may be subject to the
alternative minimum tax.
Non-Qualified Stock Options. In general, there are no tax consequences to
the option holder upon the grant of a NQSO, but upon exercise the option holder
generally will recognize ordinary income equal to the difference between the
purchase price paid for the shares on exercise of the option and the fair market
value of such shares as of the date of exercise. However, a special rule (the
"Section 16(b) Deferral Rule") applies in the case of option holders (generally
officers, directors and 10% stockholders) who are subject to Section 16(b) of
the Exchange Act (under which an "insider's" profit on the purchase and sale or
sale and purchase within less than six months of equity securities of the issuer
may be recovered by the issuer). Under the Section 16(b) Deferral Rule, such
ordinary income attributable to the exercise of a NQSO generally will not be
recognized until the expiration of the period during which a sale of the stock
could subject the option holder to suit under Section 16(b), with the amount of
such ordinary income being measured by the fair market value of the stock at the
expiration of such period (the "Section 16(b) Expiration Date").
The Section 16(b) Deferral Rule can be waived by an option holder if he or
she makes a timely election (generally, within 30 days following exercise) under
Section 83(b) of the IRC to recognize ordinary income at the time of exercise of
the NQSO.
An option holder's tax basis in shares acquired on exercise of a NQSO
generally will be equal to the exercise price paid for such shares by the option
holder plus the amount of income recognized by the option holder by reason of
his or her exercise of the option under the rules described above. Upon a
subsequent disposition of the shares received on exercise of a NQSO, the
difference between the amount realized on such disposition and the option
holder's tax basis for such shares generally will be treated as a capital gain
or loss, which will be short term or long-term depending on whether the shares
are held for the applicable long-term holding period following exercise of the
option. However, in the case of an option holder who is subject to the Section
16(b) Deferral Rule described above and who does not waive such rule by filing
an election under Section 83(b) of the IRC, such option holder's capital gain
holding period generally will not commence until the Section 16(b) Expiration
Date.
Tandem Stock Appreciation Rights. There will be no federal income tax
consequences to either the optionee or the Company upon the grant of a tandem
SAR or during the period that the unexercised right remains
14
<PAGE>
outstanding. Upon the exercise of a tandem SAR, the amount received will be
taxable to the optionee as ordinary income and the Company will be entitled to a
corresponding deduction.
Use of Common Stock to Pay Exercise Price. Subject to the provisions of
the Plan, an option holder may be permitted to use shares of the Company's
Common Stock (previously acquired by the option holder) to pay the exercise
price under an ISO or a NQSO. The option holder should consult with his or her
personal tax advisor to review the tax consequences of delivering shares of
Common Stock to exercise stock options. If an individual exercises a NQSO by
delivering other shares, the individual will not recognize gain or loss with
respect to the exchanged shares, even if their then fair market value is
different from the individual's tax basis in such shares. The individual,
however, will be taxed as described above with respect to the exercise of the
NQSO as if the individual had paid the exercise price in cash, and the Company
generally will be entitled to an equivalent tax deduction. Provided the
individual receives a separate identifiable stock certificate therefor, the
individual's tax basis in that number of shares received on such exercise, which
is equal to the number of shares surrendered on such exercise, will be equal to
the individual's tax basis in the shares surrendered and the individual's
holding period for such number of shares received will include the individual's
holding period for the shares surrendered. The individual's tax basis and
holding period for the additional shares received on exercise of a NQSO paid
for, in whole or in part, with shares will be the same as if the individual had
exercised the NQSO solely for cash. It should be noted, however, that the use by
an option holder of Common Stock acquired through the previous exercise of an
ISO to pay the exercise price under another ISO will be treated as a
Disqualifying Disposition of the previously acquired Common Stock if the
applicable holding period requirements have not yet been satisfied with respect
to such previously acquired stock. In such circumstances, the option holder will
be taxed as if such previously acquired shares had been sold (in a Disqualifying
Disposition) for their fair market value as of the date on which they are used
to pay the exercise price under such other ISO.
Company Deductions. In general, the Company will not be entitled to any
deductions with respect to ISOs granted under the Plan. However, if an employee
is required to recognize ordinary income upon a Disqualifying Disposition of
stock acquired under the Plan, then the Company generally will be allowed a
deduction to the extent of such ordinary income. In that regard, the Company may
require any option holder disposing of stock in a Disqualifying Disposition to
notify the Company of such disposition. In the case of NQSOs, the Company
generally will be entitled to a deduction in an amount equal to the ordinary
income recognized by the option holder upon exercise of such option (or as of
the Section 16(b) Expiration Date if the Section 16(b) Deferral Rule applies).
Withholdings and Information Reports. The Company generally is required to
make applicable federal payroll withholdings with respect to compensation income
recognized by employees under the Plan. Such withholdings ordinarily will be
accomplished by withholding the required amount from other cash compensation due
from the Company to the employee, by having the employee pay to the Company the
required withholding amount, or by such other permissible methods as the Company
may deem appropriate. Whether or not such withholdings are required, the Company
will make such information reports to the Internal Revenue Service as may be
required with respect to any income (whether or not that of an employee)
attributable to transactions involving the Plan.
PROPOSAL THREE: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
appointed Deloitte & Touche LLP to audit the books and accounts of the Company
and its subsidiaries for the fiscal year ending August 1, 1998 and is seeking
the ratification of this appointment by the stockholders. Such firm is presently
the independent auditors of the Company.
It is anticipated that a representative of that firm will be present at
the Meeting. Such representative will be afforded an opportunity to make a
statement at the Meeting if he so desires and he will be available to respond to
appropriate questions. In the event the stockholders fail to ratify the
appointment, the Board of Directors will reconsider its selection. Even if the
selection is ratified, the Board of Directors, in its discretion, may direct the
appointment of a different independent accounting firm at any time during the
year if the Board of Directors feels that such a change would be in the
Company's and its stockholders' best interests.
The Board of Directors recommends a vote FOR the ratification of the
selection of Deloitte & Touche LLP to serve as the Company's independent
auditors for the fiscal year ending August 1, 1998.
15
<PAGE>
OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the Board
of Directors intends to present and knows that others will present at the
Meeting is as hereinabove set forth. If any other matter or matters are properly
brought before the Meeting, or any adjournments thereof, it is the intention of
the persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.
Voting Procedures
Directors of the Company must be elected by a plurality of the vote of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting. Consequently, only shares that are voted in favor of a particular
nominee will be counted toward such nominee's achievement of a plurality. Shares
present at the Annual Meeting that are not voted for a particular nominee or
shares present by proxy where the stockholder properly withheld authority to
vote for such nominee (including broker non-votes) will not be counted toward
such nominee's achievement of a plurality.
With respect to the other matters submitted to the stockholders for a
vote, the affirmative vote of the holders of at least a majority of the shares
of Common Stock present in person or represented by proxy at the Annual Meeting
for a particular matter is required to become effective. Abstentions and broker
non-votes are not considered present at the Annual Meeting and each does not
constitute a vote cast for purposes of determining stockholder action.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
AUGUST 2, 1997, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE TO EACH STOCKHOLDER WITHOUT
CHARGE. WRITTEN REQUESTS SHOULD BE ADDRESSED TO: MICHAEL TABER, SECRETARY, DEL
GLOBAL TECHNOLOGIES CORP., 1 COMMERCE PARK, VALHALLA, NEW YORK 10595.
1998 STOCKHOLDER PROPOSALS
Proposals by stockholders which are intended to be presented at the 1999
Annual Meeting must be received by the Company at its principal executive
offices on or before September 11, 1998.
By order of the Board of Directors,
DEL GLOBAL TECHNOLOGIES CORP.
MICHAEL TABER,
Secretary
Dated: January 12, 1998
16
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
PROXY Annual Meeting of Stockholders - February 10, 1998
(Solicited on Behalf of the Board of Directors)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of Del Global
Technologies Corp. constitutes and appoints Michael Taber and Leonard A. Trugman
or either of them, the attorneys and proxies of the undersigned with full power
of substitution to vote for and in the name, place and stead of the undersigned
at the Annual Meeting of the Stockholders of the Company, to be held at the
Hotel Inter-Continental, 111 East 48th Street, New York, NY 10017 on February
10, 1998 at 10:00 A.M., and at any adjournment or adjournments thereof, upon the
following matters (which are more fully described in the accompanying Proxy
Statement).
(continued and signed on the reverse side)
<PAGE>
Please mark [X}
your votes as
indicated in
this example
1. For the election of the following nominees to the Board of Directors for
the ensuing year: Leonard A. Trugman, Natan V. Bertman, David Michael,
Seymour Rubin and James Tiernan
FOR all nominees WITHHOLD (INSTRUCTION: To withhold
listed above AUTHORITY authority to vote for any
(except as marked to vote for all nominees individual nominee, write
to the contrary) listed above that nominee's name in the
[_] [_] space provided below.)
____________________________
2. The proposal to amend the Company's Amended and Restated Stock Option Plan
to increase by 500,000 the number of shares of Common Stock reserved for
issuance thereunder.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending August 1, 1998.
FOR AGAINST ABSTAIN
[_] [_] [_]
4. In their discretion, upon other matters as may properly come before the
meeting or any adjournments thereof.
A majority of such attorneys and proxies,
or their substitutes at the meeting, or any
adjournment or adjournments thereof, may
exercise all of the powers hereby given.
Any proxy to vote any of the shares, with
respect to which the undersigned is or
would be entitled to vote, heretofore given
to any person or persons other than the
persons named above, is revoked.
IN WITNESS WHEREOF, the undersigned has
signed and sealed this proxy and hereby
acknowledges receipt of a copy of the
notice of such meeting and proxy statement
in reference thereto both dated January 12,
1998.
Dated: ______________________________, 1998
___________________________________________
(Stockholder(s) Signature)
_____________________________________(L.S.)
___________________________________________
Printed Name of Stockholder
NOTE: Signature should correspond with name
appearing on stock certificate. When
signing in a fiduciary or representative
capacity, sign full title as such. When
more than one owner, each should sign.
- --------------------------------------------------------------------------------
Annual Meeting
of
Del Global Technologies Corp.
Tuesday, February 10, 1998
10:00 A.M.
Hotel Inter-Continental
111 East 48th Street
New York, NY 10017
================================================================================
Agenda
* Election of Directors
* Amend the Company's Stock Option Plan
* Ratify the appointment of independent auditors
* Report on the progress of the Company
* Discussion on matters of current interest
================================================================================
