As filed with the Securities and Exchange Commission
on December 24, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DEL GLOBAL TECHNOLOGIES CORP.
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(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, New York 10595
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(Address of Principal Executive Offices) (zip code)
DEL GLOBAL TECHNOLOGIES CORP. AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the plan)
Leonard A. Trugman
Chairman, Chief Executive Officer and President
Del Global Technologies Corp.
One Commerce Park, Valhalla, NY 10595
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(Name and address, of agent for service)
(914) 686-3600
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(Telephone number, including area code, of agent for service)
With a copy to:
Martin M. Goldwyn, Esq.
Tashlik, Kreutzer & Goldwyn P.C.
833 Northern Boulevard
Great Neck, NY 11021
(516) 466-8005
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Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate registration
registered (1) registered(2) per share(3) offering price(3) fee
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Common Stock,
$.10 par value 596,436 $11.63 $6,936,550.68 $1,928.36
per share shares
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(1) The proposed commencement of sales is to be as soon as practicable after
the Registration Statement has become effective and upon the exercise of
any option granted under the Plan.
(2) There are also being registered hereunder such additional shares of the
Registrant's common stock as may be issuable in connection with
adjustments under the Plan to reflect certain changes in the Registrant's
capital structure, including stock dividends or stock split-ups.
(3) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 475(h) under the Securities Act of 1933, as amended.
The calculation of the proposed maximum aggregate offering price has been
based upon (a) the registration hereunder of (i) an aggregate of 576,436
additional shares of the Registrant's common stock to be issued pursuant
to options granted under the Del Global Technologies Corp. Amended and
Restated Stock Option Plan (the "Plan") and (ii) 20,000 shares of the
Registrant's common stock of which 5,702 shares are issued and of which
14,298 shares are reserved for issuance pursuant to Del Global Technologies
Corp.'s 401(k) Plan ("401 (k) Plan") and (b) the proposed maximum offering
price per share. The proposed maximum offering price per share represents
the average of the high and low sales prices of $11.875 and $11.375,
respectively, of the Registrant's Common Stock on the Nasdaq National
Market on December 21, 1998.
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EXPLANATORY NOTE
The Registration Statement has been prepared in accordance with the
requirements of General Instruction E to Form S-8, as amended. One of the
purposes of this Registration Statement is to register an additional
576,436 shares of Common Stock, $.10 par value per share (the "Common
Stock"), of Del Global Technologies Corp. (the "Company"), which shares of
Common Stock have been reserved for issuance upon the exercise of options
to purchase Common Stock granted pursuant to the Del Global Technologies
Corp. Amended and Restated Stock Option Plan (the "Plan"). 2,547,857 shares
of Common Stock (including stock dividends) have been previously registered
for issuance under the Plan pursuant to Registration Statements on Form S-8
on January 25, 1988, File No. 33-19772; September 17, 1992,
File No. 33-52088; May 13, 1994, File No.33-78910; December 28, 1995,
File No. 33-65439 and July 30, 1996, File No. 33-09133 (the "Registration
Statements"). On February 10, 1998, the shareholders of the Company
authorized the increase in the number of the Common Stock authorized for
issuance under the Plan to 3,124,293. The contents of such Registration
Statements are incorporated herein by reference.
The Registration Statement has been further prepared to register 20,000
shares of Common Stock issued under the Company's 401(k) Plan (the "401(k)
Plan") of which 5,702 shares are issued and of which 14,298 shares of
Common Stock are reserved for issuance under the 401(k) Plan.
In accordance with General Instruction E to Form S-8, as amended, the
Company has provided the above-referenced information, which information is
required in this Registration Statement and is incorporated herein by
reference. Moreover, as specifically required by General Instruction E, the
necessary opinion and consents are attached hereto as Exhibits 5.1, 23.1
and 23.2.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents which have heretofore been filed by Del Global
Technologies Corp. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act")
or the Securities Act of 1933, as amended (the "1933 Act"), are incorporated
by reference herein and shall be deemed to be a part hereof:
(a) the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1998 and the exhibits thereto, filed under
Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (File No. 0-3319);
(b) the Company's Annual Report on Form 10-K for the year ended
August 1, 1998 and the exhibits thereto, filed under
Section 15(d) of the Exchange Act;
(c) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since August 1, 1998 and prior to
the termination of the offering of securities covered by this
Registration Statement; and
(d) the description of the Company's Common Stock contained in a
Registration Statement of the Company filed under the 1934 Act,
including any amendments or reports filed for the purpose of
updating such description.
Item 4. Description of Securities.
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The Company's Common Stock to be offered pursuant to this
Registration Statement has been registered under Section 12 of the Exchange Act
as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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LEGAL OPINION
The legality of the shares of the Company's Common Stock offered
hereby will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C.,
833 Northern Boulevard, Great Neck, New York 11021. A member of Tashlik,
Kreutzer & Goldwyn P.C. beneficially owns approximately 15,954 shares of the
Company's Common Stock and options to purchase approximately 35,867 shares of
Common Stock.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the fiscal year
ended August 1, 1998 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.
Item 6. Indemnification of Directors and Officers.
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(a) Section 722 of the New York Business Corporation Law ("NYBCL")
permits, in general, a New York corporation to indemnify any person made,
or threatened to be made, a party to an action or proceeding by reason of the
fact that he or she was a director or officer of the corporation, or served
another entity in any capacity at the request of the corporation, against any
judgment, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such person acted in good faith, for a
purpose he or she reasonably believed to be in, or in the case of service for
another entity, not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his or her conduct was unlawful. Section 723 of the NYBCL permits the
corporation to pay in advance of a final disposition of such action or
proceeding the expenses incurred in defending such action or proceeding upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount as, and to the extent, required by statute. Section 721 of the
NYBCL provides that indemnification and advancement of expense provisions
contained in the NYBCL shall not be deemed exclusive of any rights to which a
director or officer seeking indemnification or advancement of expenses may be
entitled, provided no indemnification may be made on behalf of any director or
officer if a judgment or other final adjudication adverse to the director or
officer establishes that his or her acts were committed in bad faith or were
the result of active or deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.
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(b) Paragraph TWELFTH of the Company's Certificate of Incorporation
limits directors' liability as permitted by Section 402(b) of the NYBCL and
reads in its entirety as follows:
"TWELFTH: No director of the Corporation shall be personally
liable to the Corporation or its shareholders for damages for any
breach of duty in such capacity, provided that nothing contained
in this Article shall eliminate or limit:
(a) the liability of any director if a judgment or other
final adjudication adverse to him establishes that his acts or
omission were in bad faith or involved intentional misconduct or
a knowing violation of law or that he personally gained in fact
a financial profit or other advantage to which he was not legally
entitled or that his acts violated section 719 of the New York
Business Corporation Law, or
(b) the liability of any director for any act or omission
prior to the adoption of the amendment including this paragraph
in the Certificate of Incorporation of the Corporation."
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company arising against claims
arising out of the performance of their duties.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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5.1 Opinion of Tashlik, Kreutzer & Goldwyn P.C. to the legality of
the shares being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Tashlik, Kreutzer & Goldwyn P.C. (included in
Exhibit 5.1)
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated 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 the
registration statement or any material change to such information
in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) do
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not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3
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or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Mt. Pleasant, State of New York, on the 24th day of
December, 1998.
DEL GLOBAL TECHNOLOGIES CORP.
By: s/Leonard A. Trugman
--------------------------------
Leonard A. Trugman, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
s/Leonard A. Trugman
- --------------------- Chairman-of-the-Board,-Chief December 24, 1998
Leonard A. Trugman Executive Officer, President
and Director
- --------------------- Director
Natan V. Bertman
s/David Michael
- --------------------- Director December 24, 1998
David Michael
s/James M. Tiernan
- --------------------- Director December 24, 1998
James M. Tiernan
s/Seymour Rubin
- --------------------- Director December 24, 1998
Seymour Rubin
s/Roger J. Winston
- --------------------- Director December 24, 1998
Roger J. Winston
s/Michael Taber
- --------------------- Chief Financial Officer December 24, 1998
Michael Taber
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EXHIBIT INDEX
Sequentially
Numbered Pages
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Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn PC..........Page 12
Exhibit 23.1 Consent of Deloitte & Touche LLP..................Page 15
Exhibit 23.2 Consent of Tashlik, Kreutzer & Goldwyn PC
(included in Exhibit 5.1).......................Page 17
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EXHIBIT 5.1
<PAGE>
EXHIBIT 5.1
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard
Great Neck, NY 11021
December 24, 1998
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Gentlemen:
This opinion and the consent to use our name are furnished in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") by Del Global Technologies Corp.,
a New York corporation (the "Company"), for registration under the Act of
576,436 shares of common stock, par value $.10 per share (the "Common Stock"),
which may be issued upon the exercise of options granted or to be granted under
the Company's Amended and Restated Stock Option Plan (the "Plan") and 20,000
shares of Common Stock which may be issued under the Company's 401(k) Plan (the
"401(k) Plan").
We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Certificate of Incorporation and By-Laws of the
Company, the Plan, the proceedings taken by the Company with respect to the
filing of such Registration Statement and such other documents as we have deemed
necessary and appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of New York.
2. The 576,436 shares and 20,000 shares of Common Stock covered by
the Registration Statement have been duly authorized and, when issued, sold and
paid for in accordance with the Plan and the 401(k) Plan, respectively, will be
duly and validly issued, fully paid and non-assessable.
<PAGE>
Securities and Exchange Commission
December 24, 1998
Page 2
A member of this firm beneficially owns shares of Common Stock and
options to purchase additional shares of Common Stock.
We hereby consent to the use of this opinion as an exhibit to the
aforementioned Registration Statement and to the use of our name under the
caption "Legal Opinion" in the Registration Statement.
Very truly yours,
/s/TASHLIK, KREUTZER & GOLDWYN P.C.
TK&G:kv
<PAGE>
EXHIBIT 23.1
<PAGE>
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-8 of our report dated October 16, 1998
appearing in the Annual Report on Form 10-K of Del Global Technologies Corp. for
the year ended August 1, 1998 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
s/DELOITTE & TOUCHE LLP
New York, New York
December 24, 1998
<PAGE>
EXHIBIT 23.2
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
