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 materials Pursuant to Rule 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 per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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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<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
1 Commerce Park
Valhalla, New York 10595
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
February 11, 1999
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 11, 1999, at 10:30 a.m. New York City time, at the Crowne Plaza Hotel,
66 Hale Avenue, White Plains, NY 10601, 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; and
(B) 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 15,
1998 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 6, 1999
- --------------------------------------------------------------------------------
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 11, 1999
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 Crowne Plaza Hotel, 66 Hale Avenue, White Plains,
NY 10601, on February 11, 1999 at 10:30 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 6, 1999.
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 15, 1998 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 7,626,214 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.......................... 836,137(2) 10.2%
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
NATAN V. BERTMAN............................ 101,666(3) 1.3%
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
1
<PAGE>
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership (1) Common Stock
- ------------------- ----------------- ------------
DAVID ENGEL................................. 11,913(4) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
LOUIS J. FARIN, SR.......................... 57,064(5) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
PAUL J. LIESMAN............................. 11,241(6) *
c/o Bertan High Voltage Corp.
121 New South Road
Hicksville, NY 11801
DAVID MICHAEL............................... 157,505(7) 2.0%
c/o David Michael & Co., P.C.
Seven Penn Plaza
New York, NY 10001
SEYMOUR RUBIN............................... 166,683(8) 2.1%
c/o RFI Corporation
100 Pine Aire Drive
Bay Shore, NY 11706
MICHAEL TABER............................... 7,151(9) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
JAMES TIERNAN............................... 8,733(10) *
c/o Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
ROGER WINSTON............................... 15,309 *
c/o Swarthmore Associates, LLC
103 East 75th Street
New York, NY 10021
---------
All officers and Directors (10)
as a group............................... 1,373,402(11) 15.9%
=========
OTHERS
MORGAN STANLEY DEAN WITTER INVESTMENTS...... 655,000 8.6%
One Tower Bridge =========
Conshoken, PA 19428-2899
1838 INVESTMENT ADVISORS FUND............... 467,560 6.1%
5 Radnor Corporate Center-Suite 320 =========
100 Matsonford Road
Radnor, PA 19087
DIMENSIONAL FUND ADVISORS................... 399,323 5.3%
1299 Ocean Avenue-11th Floor =========
Santa Monica, CA 90401
- ----------
* 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
<PAGE>
(2) Includes 605,607 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 11,190 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(5) Includes 47,937 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(6) Includes 10,247 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(7) Includes 122,230 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(8) Includes 144,690 shares, options for which are presently exercisable or
will become exercisable within 60 days of the Record Date.
(9) Includes 5,934 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(10) Includes 4,733 shares, options for which are presently exercisable or will
become exercisable within 60 days of the Record Date.
(11) Includes 1,027,012 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 six 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, 60...................... Chairman of the Board, Chief
Chairman of the Board, Chief Executive Executive Officer and
Officer and President President of the Company.
NATAN V. BERTMAN, 69........................ Partner of Bertman & Levine
Director and a Director of the
Company.
DAVID MICHAEL, 61........................... President of David Michael &
Director Co., P.C., C.P.A. and a
Director of the Company.
SEYMOUR RUBIN, 68........................... Director and Vice President
Director and Vice President of the Company. President
of RFI Corporation, a
wholly owned subsidiary of
the Company.
JAMES TIERNAN, 75........................... Retired. Former Vice President
Director of The Chase Manhattan
Bank, N.A. and a Director
of the Company.
ROGER WINSTON, 59........................... Founder and managing director
Director of Swarthmore Associates,
LLC from June 1996 to
present. Managing director
of Hill Thompson Capital
Markets from 1992 to
May 1996.
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.
3
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
Board of Directors and Committees
During the Company's last fiscal year, 4 meetings of the Board of
Directors were held. The Board of Directors has an Audit Committee, Compensation
Committee and 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, with the exception of Mr.
Winston who was elected as a Director by the Board of Directors on November 10,
1998, attended at least 75% of the Board of Directors' meetings.
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 60
Officer and President
DAVID ENGEL................ President of Del Medical Systems Group 49
LOUIS J. FARIN, SR......... Vice President and General Manager 55
of Del Power Conversion Division
PAUL J. LIESMAN............ Vice President and General Manager 37
of Bertan High Voltage Corp.
SEYMOUR RUBIN.............. Vice President and President of RFI 68
Corporation
MICHAEL TABER.............. Chief Financial Officer, Vice President- 53
Finance and Secretary
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,
2005.
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 1, 1998. The Company
believes that all filing requirements applicable to its executive officers and
Directors were complied with during the fiscal year ended August 1, 1998. In
making this statement, the Company has relied solely on the written
representations of its Directors and officers and on its review of the copies of
initial reports of ownership and reports of changes in ownership of Common Stock
of the Company, which officers, Directors and greater than ten percent
stockholders are required to file with the Securities and Exchange Commission
and the NASDAQ Stock Market.
4
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and other Compensation
The following table shows, for the fiscal years ended August 1, 1998,
August 2, 1997 and August 3, 1996, 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 during the
fiscal year ended August 1, 1998.
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 1998 319,070 552,739(2) 1,361,858(3) -- 75,000 38,240
Chairman of the Board, 1997 303,876 488,541(2) -- -- -- 43,313
Chief Executive Officer 1996 289,406 343,318(2) -- -- -- 39,708
and President
DAVID ENGEL 1998 135,000 107,148 68,856(3) -- 15,000 2,062
President of Del 1997 125,000 44,535 -- -- 7,725 2,062
Medical Systems Group 1996 109,423 7,500 -- -- 10,609 1,496
SEYMOUR RUBIN 1998 230,000 78,500 -- -- 5,000 8,514
Vice President 1997 225,000 50,000 -- -- 5,150 14,124
and President of 1996 223,379 32,284 -- -- 10,609 7,274
RFI Corporation
MICHAEL TABER 1998 110,000 20,000 32,691(3) -- 5,000 12,407
Chief Financial Officer, 1997 104,000 15,000 62,821(3) -- 5,150 9,655
Vice President - Finance 1996 100,000 12,500 -- -- 7,957 3,002
and Secretary
LOUIS J. FARIN, SR. 1998 115,000 12,500 -- -- 5,000 9,183
Vice President and 1997 110,000 15,000 -- -- 5,150 9,183
General Manager - 1996 105,000 20,815 -- -- 10,609 1,532
Del Power Conversion
Division
</TABLE>
- ----------
(1) Includes insurance premiums where families of the officers are
beneficiaries and automobile expense allowances. The insurance premiums
paid in fiscal 1998, 1997 and 1996, respectively, were $9,740, $14,813 and
$13,908 for Mr. Trugman and $5,889, $11,499 and $5,418 for Mr. Rubin.
(2) Includes deferred compensation in the amount of $125,000 for each of 1998,
1997 and 1996 fiscal years, respectively.
(3) Earnings related to exercise of nonqualified stock options.
5
<PAGE>
Stock Options
The following table contains information concerning the grant of stock
options under the Company's Amended and Restated Stock Option Plan to the named
executive officers of the Company during the fiscal year ended August 1, 1998.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
---------------- Value at Assumed Annual
% of Total Rates of Stock Price
Options Options Granted Exercise Appreciation for Option Term(1)
Granted to Employees Price Expiration ------------------------------
Name (#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
------ ------- -------------- -------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
LEONARD A. TRUGMAN......... 75,000 35% $9.63 8/18/12 $779,256 $2,294,767
DAVID ENGEL................ 15,000 7% $9.63 8/18/12 $155,851 $ 458,953
SEYMOUR RUBIN.............. 5,000 2% $9.63 8/18/12 $ 51,950 $ 152,984
MICHAEL TABER.............. 5,000 2% $9.63 8/18/12 $ 51,950 $ 152,984
LOUIS J. FARIN, SR......... 5,000 2% $9.63 8/18/12 $ 51,950 $ 152,984
</TABLE>
- ----------
(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 concerning the exercise of options during the fiscal year
ended August 1, 1998 and unexercised options held as of the end of the fiscal
year ended August 1, 1998.
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> <C> <C>
LEONARD A. TRUGMAN......... 163,440 $1,361,858 572,789/89,069 $4,201,960/$94,840
DAVID ENGEL................ 15,804 $68,856 1,449/27,505 $ 6,658/$40,411
SEYMOUR RUBIN.............. -- -- 136,687/16,980 $ 768,019/$42,418
MICHAEL TABER.............. 6,221 $32,691 0/14,248 $ 0/$29,875
LOUIS J. FARIN, SR......... -- -- 42,748/14,166 $ 228,286/$27,124
</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 1, 1998 ($9.875).
Amended and Restated Stock Option Plan
The following summary describes the material features of the Amended and
Restated Stock Option Plan (the "Plan").
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 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.
6
<PAGE>
The Plan is a fifteen year program and will terminate on December 31,
2009, unless terminated sooner according to the terms of the Plan. 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 upon
termination of the optionee's employment or relationship with the Company.
The Committee may grant ISOs, NQSOs and tandem SARs to eligible
participants, subject to the terms and conditions of the Plan.
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.
There are 2,005,980 shares of the Company's Common Stock reserved for
issuance under the Plan. As of the Record Date, options to purchase an aggregate
of 1,688,052 shares were outstanding and 317,928 shares were available for
future grant.
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,
September 1, 1994 and April 29, 1998, pursuant to which he has agreed to serve
as Chairman of the Board, President and Chief Executive Officer of the Company
until July 31, 2005. Mr. Trugman's annual base salary was $319,070 for the
twelve months ended August 1, 1998. His annual base salary for the twelve months
ending July 31, 1999 is $335,023 and was determined by multiplying $319,070 by
the greater of 5% or the increase in the Consumer Price Index as of August 1,
1998 over the amount of such index as of August 1, 1997 ("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 $913,046 as of August 1, 1998. 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.
Directors of the Company did not receive compensation for their services,
as such, except a fee of $1,000.00 for each meeting of the Board of Directors
which they attended. Messrs. Trugman and Rubin waived their right to receive
such compensation.
7
<PAGE>
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 July 1, 1997, all
executive officers of the Company, with the exception of Michael Taber, have
elected not to participate in the Company's Employee Stock Purchase Plan. As of
December 15, 1998, 209 shares have been issued to Michael Taber.
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.
8
<PAGE>
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 the Company's sales volume and pre-tax
profits. There was a $65,000 contribution for the period ended August 1, 1998.
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 1, 1998 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.
9
<PAGE>
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 1, 1998
was $319,070, an increase of $15,194 over his previous annual salary of
$303,876. 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, September 1, 1994 and April 29, 1998. Mr. Trugman's
base salary, bonus and deferred compensation for the fiscal year ended August 1,
1998 was $871,809 as compared to $792,417 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 1, 1998 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 1, 1998 was
$125,000 which represents approximately 1.48% 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,
1993 and ending August 1, 1998. The peer group for SIC Code 3679 consists of 50
companies engaged in the manufacture of electronic components and includes
Applied Magnetics Corporation, Espey Manufacturing & Electronics, General
Microwave Corporation, Hutchinson Tech, Inc., Medicore, Inc. and Recoton
Corporation. 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, 1993 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.
[The following chart was depicted as a line graph in the printed material]
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG DEL GLOBAL TECHNOLOGIES CORP.,
NASDAQ MARKET INDEX AND SIC CODE INDEX
DEL GLOBAL TECH. CORP. NASDAQ MARKET INDEX SIC CODE 3844 SIC CODE 3679
- ---------------------- ------------------- ------------- -------------
100 100 100 100
106.06 109.12 100.22 118.98
118.15 133.72 125.9 169.01
158.41 145.78 171.02 176.6
199.67 214.3 123.36 254.45
192.36 256.92 114.4 151.48
ASSUMES $100 INVESTED ON AUGUST 1, 1993
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING AUGUST 1, 1998
11
<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 1, 1998, 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.
1999 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 10, 1999.
By order of the Board of Directors,
DEL GLOBAL TECHNOLOGIES CORP.
MICHAEL TABER,
Secretary
Dated: January 6, 1999
12
<PAGE>
DEL GLOBAL TECHNOLOGIES CORP.
PROXY Annual Meeting of Stockholders - February 11, 1999
(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
Crowne Plaza Hotel, 66 Hale Avenue, White Plains, NY 10601 on February 11, 1999
at 10:30 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)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<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, James Tiernan and Roger Winston
FOR all nominees WITHHOLD
listed above AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed above
_ _
|_| |_|
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
________________________________________________________________________________
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.
2. In their discretion, upon other matters as may properly come before the
meeting or any adjournments thereof.
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 6, 1999.
Dated:______________________________________, 1999
__________________________________________________
(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.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
Annual Meeting
of
Del Global Technologies Corp.
Thursday, February 11, 1999
10:30 A.M.
Crowne Plaza Hotel
66 Hale Avenue
White Plains, NY 10601
================================================================================
Agenda
------
* Election of Directors
* Report on the progress of the Company
* Discussion on matters of current interest
================================================================================
