As filed with the Securities and Exchange Commission
on May 30, 2000
Registration No. 333-
------------
-------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEL GLOBAL TECHNOLOGIES CORP.
------------------------------
(Exact name of registrant as specified in its charter)
New York 13-1784308
---------------------------- --------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
One Commerce Park, Valhalla, New York 10595
-------------------------------------------------------------------------------
(Address of Principal Executive Offices) (zip code)
DEL GLOBAL TECHNOLOGIES CORP. AMENDED AND RESTATED STOCK OPTION PLAN
-------------------------------------------------------------------------------
(Full title of the plan)
Leonard A. Trugman
Chairman, Chief Executive Officer and President
Del Global Technologies Corp.
One Commerce Park, Valhalla, NY 10595
-------------------------------------------------------------------------------
(Name and address of agent for service)
(914) 686-3600
-------------------------------------------------------------------------------
(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
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount of
securities to be Amount to be offering price aggregate offering registration
registered (1) registered (2) per share (3) price (3) fee
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 770,000 shares $8.28 $6,375,600 $1,772.42
per share
</TABLE>
(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
750,000 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
additional shares of the Registrant's common stock of which 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 $8.50 and $8.063,
respectively, of the Registrant's Common Stock on the Nasdaq National
Market on May 25, 2000.
2
<PAGE>
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 750,000
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"). 3,124,293 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, July 30, 1996, File No. 33-09133 and December 24,
1998, File No. 333-69723 (the "Registration Statements"). On February 10, 2000,
the shareholders of the Company authorized the increase in the number of the
Common Stock authorized for issuance under the Plan to 3,874,293. 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 reserved for issuance under the Company's 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.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
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
January 29, 2000 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 July 31,
1999 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 July 31, 1999 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.
-------------------------
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.
--------------------------------------
Not applicable.
4
<PAGE>
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 37,569 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 July 31, 1999 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.
-----------------------------------------
(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.
5
<PAGE>
(b) Paragraph TWELFTH of the Company's Certificate of Incorporation limits
directors' liability as permitted by Section 402(b) of the NYBCL and reads in
its entirety as follows:
"TWELFTH: No director of the Corporation shall be personally
liable to the Corporation or its shareholders for damages for any
breach of duty in such capacity, provided that nothing contained in
this Article shall eliminate or limit:
(a) the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or 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.
--------
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.
------------
(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:
6
<PAGE>
(i) To include any prospectus required by section 10(a)(3)of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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 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.
7
<PAGE>
(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 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.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-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 26th day of
May, 2000.
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
--------------------
Leonard A. Trugman Chairman of the Board, Chief May 26, 2000
Executive Officer, President and
Director
s/Natan V. Bertman
--------------------
Natan V. Bertman Director May 26, 2000
s/David Michael
--------------------
David Michael Director May 26, 2000
s/James M. Tiernan
--------------------
James M. Tiernan Director May 26, 2000
s/Seymour Rubin
--------------------
Seymour Rubin Director May 26, 2000
s/Roger J. Winston
--------------------
Roger J. Winston Director May 26, 2000
s/Michael Taber
--------------------
Michael Taber Chief Financial Officer May 26, 2000
9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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
26th day of May, 2000.
DEL GLOBAL TECHNOLOGIES CORP.'S
401(K) PLAN
By: s/Leonard A. Trugman
----------------------------------
Leonard A. Trugman, Trustee
By: s/David Engel
----------------------------------
David Engel, Trustee
By: s/Seymour Rubin
----------------------------------
Seymour Rubin, Trustee
10
<PAGE>
EXHIBIT INDEX
--------------
Sequentially
Numbered Pages
---------------
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
11
<PAGE>
EXHIBIT 5.1
<PAGE>
EXHIBIT 5.1
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard
Great Neck, NY 11021
May 30, 2000
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 750,000 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 750,000 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
May 30, 2000
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:pcs
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Del Global Technologies Corp. and Subsidiaries on Form S-8 of our report dated
October 20, 1999, appearing in the Annual Report on Form 10-K of Del Global
Technologies Corp. and Subsidiaries for the year ended July 31, 1999.
s/Deloitte & Touche LLP
-------------------------
DELOITTE & TOUCHE LLP
New York, New York
May 26, 2000
<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.
