As filed with the Securities and Exchange Commission
on May 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DEL GLOBAL TECHNOLOGIES CORP.
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(Exact name of registrant as specified in its charter)
New York 13-1784308
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Commerce Park, Valhalla, NY 10595 (914) 686-3600
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Leonard A. Trugman
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Chairman, Chief Executive Officer and President
Del Global Technologies Corp.
One Commerce Park, Valhalla, NY 10595 (914) 686-3600
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
Martin M. Goldwyn, Esq.
Tashlik, Kreutzer & Goldwyn P.C.
833 Northern Boulevard
Great Neck, NY 11021
(516) 466-8005
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Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
<PAGE>
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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2
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each Class maximum maximum Amount of
of Securities to Amount to be offering price aggregate Registration
be registered registered per share (1) offering price (1) Fee
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<S> <C> <C> <C> <C>
Shares of Common
Stock, $.10 par
value underlying
Warrants 65,000 Shares $8.063 $524,095 $145.70
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Total 65,000 Shares $145.70
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933,
as amended (the "Securities Act") on the last sale price of the common
stock on The Nasdaq National Market on May 25, 2000.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the Registration
Statement becomes effective. The Prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
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<PAGE>
SUBJECT TO COMPLETION, DATED MAY 30, 2000
PROSPECTUS
DEL GLOBAL TECHNOLOGIES CORP.
65,000 Shares of Common Stock
The Selling Shareholders: The selling Shareholders identified in this
prospectus are selling 65,000 shares of our common
stock upon exercise of the underlying Warrants. We
are not selling any shares of our common stock under
this prospectus; we will receive the proceeds from
the exercise of the Warrants, but we will not receive
any of the proceeds from the sale or resale of the
shares of our common stock by the selling
Shareholders.
Offering Price: The selling Shareholders may sell the shares of
common stock described in this prospectus in a number
of different ways and at varying prices. We provide
more information about how they may sell their
shares in the section titled "Plan of Distribution,"
beginning on page 5.
Trading Market: Our common stock is listed on The Nasdaq National
Market under the symbol "DGTC." On May 25, 2000,
the closing sale price of our common stock, as
reported on The Nasdaq National Market, was $8.063
per share.
The shares offered or sold under this prospectus have not been approved by
the Securities and Exchange Commission or any state securities commission, nor
have these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this prospectus and
incorporated by reference into this prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
The information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of any
sale or resale of the shares.
The date of this prospectus is _______________, 2000
<PAGE>
PROSPECTUS SUMMARY
This summary contains basic information about us and this offering. Because
it is a summary, it does not contain all the information that you should
consider before investing. You should read this entire prospectus carefully,
along with our Annual Report on Form 10-K for the year ended July 31, 1999 and
our Quarterly Reports on Form 10-Q for the quarters ended October 30, 1999 and
January 29, 2000. Except as otherwise required by the context, references in
this prospectus to "we," "us," "our" or the "company" refer to the combined
business of Del Global Technologies Corp. and its subsidiaries.
In addition to the historical information contained in this prospectus,
this prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of
1934. These statements may be identified by the use of words such as "expects,"
"anticipates," "intends," "plans" and similar expressions. The outcome of the
events described in these forward-looking statements is subject to risks and
actual results could differ materially. "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" in our Annual
Report and Quarterly Reports contain a discussion of some of the factors that
could contribute to those differences.
Our Company
We are primarily engaged in the design, manufacture and marketing of
medical imaging systems and critical electronic subsystems for medical imaging
and diagnostic products. Our products are designed to provide cost-effective,
high-quality solutions to the needs of our customers. Our medical imaging
systems include mammography systems, high frequency x-ray generators and x-ray
systems (both stationary and portable) sold under both our tradenames and
private labels. Our critical electronic subsystems are custom engineered to
complex customer performance specifications and include high voltage power
components, such as power supplies, capacitors, transformers and pulse forming
networks. These products are utilized by Original Equipment Manufacturers
("OEMs") for medical imaging and diagnostic products having a broad range of
applications such as computerized tomography ("CT"), magnetic resonance imaging
("MRI"), bone densitometry, radiography, blood analysis, medical laser surgery
and nuclear medicine. As a result of our record for quality and reliability, we
have developed close working relationships with our OEM customers. These
relationships often result in our being selected as the sole source provider of
these critical electronic subsystems to OEMS. We also design, manufacture and
market precision power conversion products for non-medical applications and
electronic noise suppression systems for telecommunications equipment.
Our medical systems and critical electronic subsystems are designed to meet
the needs of the healthcare industry to reduce medical imaging and diagnostic
costs. We focus our sales, marketing and development efforts primarily on
medical imaging systems and
<PAGE>
critical electronic subsystems priced at under $100,000 per unit. Our medical
imaging systems have a list price of approximately $9,000 to $70,000 per unit;
however, we believe that our products offer comparable performance to competing
products typically priced higher. Our cost-effective medical imaging systems and
subsystems also meet the increasing international demand for such products.
The Common Stock was listed on Nasdaq on June 10, 1996 under the symbol
DGTC.
We were organized under the laws of New York in 1954 under the name Del
Electronics Corp. Our executive offices are located at One Commerce Park,
Valhalla, New York 10595 and our telephone number is (914) 686-3600.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock offered by the selling Shareholders. All of the proceeds from the
sale of these shares will belong to the selling Shareholders. We will, however,
receive the proceeds from the exercise of the Warrants by the selling
Shareholders.
DIVIDEND POLICY
We have never paid cash dividends on our common stock. Payment of dividends
in the future will depend upon our earnings and financial condition and other
factors the directors may consider or deem appropriate at the time.
WHERE YOU CAN GET MORE INFORMATION
Government Filings. We are subject to the information reporting
------------------
requirements of the Securities Exchange Act of 1934, as amended. As such, we
file annual, quarterly and special reports, proxy statements and other documents
with the SEC. These reports, proxy statements and other documents may be
inspected and copied at the public reference facilities maintained by the SEC at
Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, and at
the SEC's regional offices located at Seven World Trade Center, Suite 1300, New
York, New York 10048, and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60601-2511. You may also obtain copies of such material by mail from
the public reference facilities of the SEC's Washington, D.C. offices, at
prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
on their public reference facilities. In addition, the SEC maintains a Worldwide
Web site that contains
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<PAGE>
reports, proxy and information statements and other information regarding
companies, including us, that file electronically with the SEC at the address
"http://www.sec.gov."
Stock Market. The Common Stock is listed on The Nasdaq National Market.
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Material filed by us can also be inspected and copied at the
offices of Nasdaq at 1735 K Street, NW, Washington, D.C. 20006.
We will provide you without charge, upon your request, with a copy of any
or all reports, proxy statements and other documents we file with the SEC, as
well as any or all of the documents incorporated by reference in this prospectus
or the registration statement we filed with the SEC regarding the shares of our
common stock being offered pursuant to this prospectus (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to:
Del Global Technologies Corp.
One Commerce Park
Valhalla, New York 10595
Telephone number: (914) 686-3600
Information Incorporated by Reference. The SEC allows us to "incorporate by
-------------------------------------
reference" the information we file with the SEC, which means that:
o incorporated documents are considered part of this prospectus,
o we can disclose important information to you by referring you to those
documents, and
o information that we file after the date of this prospectus with the SEC
will automatically update and supersede information contained in this
prospectus and our registration statement regarding the shares of our
common stock being offered pursuant to this prospectus.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act until this offering has been completed:
o Our Annual Report on Form 10-K, for the fiscal year ended July 31, 1999
o Our Quarterly Reports on Form 10-Q, for the quarters ended October 30,
1999 and January 29, 2000, and
o The description of the Common Stock contained in our Registration
Statement filed with the SEC under the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
3
<PAGE>
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this prospectus and such registration statement. We have authorized no one to
provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date
set forth on the cover page of this prospectus.
SELLING SHAREHOLDERS
In connection with the consulting services provided to us by Anreder
Hirschhorn Silver and Company, Laurence Hirschhorn and Steven Anreder each
received 7,500 warrants. Each warrant entitles the holder to purchase one share
of our common stock and is exercisable at any time through October 6, 2004. The
exercise price of each warrant is $7.69 per share, subject to adjustment from
time to time pursuant to the anti-dilution provisions set forth in the warrant.
In connection with our acquisition of 19% of the capital stock of Villa
Sisterni Medicali S.p.A. on January 12, 2000, we issued to UBS Capital S.p.A.
50,000 warrants. Each warrant entitles the holder to purchase one share of our
common stock and is exercisable at any time through December 28, 2005. The
exercise price of each warrant was $7.9375 per share, subject to adjustment from
time to time pursuant to anti-dilution provisions set froth in the warrant.
Our registration of the 65,000 shares of common stock subject to this
prospectus does not necessarily mean that the selling shareholders will exercise
the warrants or sell all or any of the shares underlying the warrants.
Certain information with respect to the selling Shareholders and the shares
being offered pursuant to this prospectus is set forth in the following table as
of May 26, 2000. None of the selling shareholders has had any material
relationship with us within the past three years, except as noted in the
following table. The information provided in the table with respect to each
selling shareholder has been obtained from that selling shareholder.
4
<PAGE>
<TABLE>
<CAPTION>
Amount and
Number of Nature of Beneficial
Shares Ownership of
Shares Underlying Common Stock
Owned Shares to Warrants to After Sale of the
Selling Shareholder Prior to Sale be Sold be Sold Securities
--------------------------------------------------------------------------------------------------
Number Percent
----------------------
<S> <C> <C> <C> <C> <C>
UBS Capital S.p.A......... -- 50,000 -- *
Steven Anreder............ -- 7,500 -- *
Laurence Hirschhorn....... -- 7,500 -- *
------
Total -- 65,000 -- *
</TABLE>
======
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* Less than 1% of the outstanding shares of common stock including shares
issuable under options which are presently exercisable or which became
exercisable within 60 days of May 26, 2000.
The selling Shareholders have indicated their intention to register the
shares underlying their Warrants or resell to the public the number of shares of
common stock issuable upon exercise of their Warrants set forth opposite their
respective names. The shares covered by this prospectus are being registered to
permit public secondary trading of the common stock issuable to the selling
Shareholders upon the exercise of their respective Warrants and the selling
Shareholders may offer the securities for resale from time to time.
PLAN OF DISTRIBUTION
The 65,000 shares offered pursuant to this prospectus hereby may be sold or
resold, as the case may be, from time to time by the selling shareholders for
their respective own accounts. We will receive none of the proceeds from this
offering; however, we will receive proceeds from the exercise of the warrants.
The selling Shareholders will pay or assume brokerage commissions or other
charges and expenses incurred in the sale of their shares.
The distribution of the shares by the selling Shareholders is not subject
to any underwriting agreement. The shares offered by the selling Shareholders
may be sold from time to time at market prices prevailing at the time of sale,
at prices relating to such prevailing market prices or at negotiated prices. The
selling Shareholders may sell their shares through customary brokerage channels,
either through broker-dealers acting as agents or brokers, or through
broker-dealers acting as principals, who may then resell the shares, or at
private sale or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling
5
<PAGE>
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions, commissions, or fees from the selling
Shareholders and/or purchasers of the shares for whom such broker-dealers may
act as agent or to whom they sell as principal, or both (which compensation to a
particular broker-dealer might be in excess of customary commissions). Any
broker dealers that participate with the selling Shareholders in the
distribution of the shares may be deemed to be underwriters and any commissions
received by them and any profit on the resale of the shares positioned by them
might be deemed to be underwriting discounts and commissions within the meaning
of the Securities Act, in connection with such sales.
Any shares covered by this prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
The selling Shareholders may not sell all of the shares they hold. The
selling Shareholders may transfer, devise or gift such shares by other means not
described in this prospectus.
To comply with the securities laws of certain jurisdictions, the shares
must be offered or sold only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions, the shares of common stock may not be
offered or sold unless they have been registered or qualified for sale or an
exemption is available and complied with.
Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock may not simultaneously engage in market-making
activities with respect to the common stock for five business days prior to the
start of the distribution. In addition, each selling Shareholder and any other
person participating in a distribution will be subject to the Exchange Act,
which may limit the timing of purchases and sales of common stock by the selling
shareholders or any such other person. These factors may affect the
marketability of the common stock and the ability of brokers or dealers to
engage in market-making activities.
LEGAL MATTERS
The validity of the 65,000 shares of our common stock being offered
pursuant to this prospectus will be passed upon by Tashlik Kreutzer & Goldwyn
P.C., Great Neck, New York. Theodore Wm. Tashlik, Esq., a principal of Tashlik,
Kreutzer & Goldwyn P.C., owns 15,954 shares of common stock and options to
purchase an additional 37,569 shares.
6
<PAGE>
EXPERTS
Our 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, 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.
7
<PAGE>
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Prospective investors may rely only
on the information contained in this
prospectus. We have not authorized
anyone to provide prospective
investors with different or additional 65,000 SHARES OF
information. This prospectus is not an COMMON STOCK TO BE
offer to sell nor is it seeking an ISSUED AND OUTSTANDING
offer to buy in any jurisdiction AFTER EXERCISE OF
where such offer, or sale is not EXISTING WARRANTS
permitted. The information contained
in this prospectus is correct only as
of the date of this prospectus,
regardless of the time of delivery of
this prospectus or any sale of these
shares.
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DEL GLOBAL
TECHNOLOGIES CORP.
TABLE OF CONTENTS
--------------------------
Prospectus Summary..................1 PROSPECTUS
Use of Proceeds.....................2 --------------------------
Dividend Policy.....................2
Where You Can Get More Information..2
Selling Shareholders................4
Plan of Distribution................5 , 2000
Legal Matters.......................6 -------------------
Experts.............................7
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the distribution, all of which are to be borne by
the Registrant, are as follows:
SEC Registration Fee......................................... $ 145.70
Blue Sky Fees and Expenses................................... 0.00*
Accounting Fees and Expenses................................. 2,500.00*
Legal Fees and Expenses...................................... 3,500.00*
Printing and Engraving....................................... 200.00*
Miscellaneous................................................ 200.00*
Total............................................... $ 6,545.70*
----------
*Estimated
Item 15. Indemnification of Directors and Officers.
(a) Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general, a New York corporation to indemnify any person made, or threatened
to be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of the corporation, or served another entity in
any capacity at the request of the corporation, against any judgment, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or in the case of service for another entity, not
opposed to, the best interests of the corporation and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the
II-1
<PAGE>
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.
(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 16. Exhibits.
Exhibit
Number Description Footnotes
------ ----------- ---------
4.1 Warrant Certificate of Laurence Hirschhorn (1)
4.2 Warrant Certificate of Steven Anreder (2)
4.3 Warrant Certificate of UBS Capital S.p.A. (3)
5 Opinion and consent of Tashlik Kreutzer & Goldwyn P.C.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Tashlik Kreutzer & Goldwyn P.C.
(Included in legal opinion filed as Exhibit 5.)
II-2
<PAGE>
24 Powers of Attorney (set forth on the signature page
of this Registration Statement on Form S-3).
-----------
(1) Filed as Exhibit 4.1 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the Quarter ended January 29, 2000 and incorporated herein
by reference.
(2) Filed as Exhibit 4.2 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000 and incorporated herein
by reference.
(3) Filed as Exhibit 4 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000 and incorporated herein
by reference.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any of the provisions
described under Item 15 above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission (the "Commission")
such indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of 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 the 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
II-3
<PAGE>
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the 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; and
(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, the undertakings set
-------- -------
forth in paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended that are incorporated by reference in this
registration statement.
(2) That, for the purpose 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities that remain unsold at the
termination of the offering.
The undersigned registrant hereby further 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 section 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 the
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.
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 are 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Valhalla, State of New York, on May 26, 2000.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Leonard A. Trugman
---------------------------------------
Leonard A. Trugman
Chairman of the Board, Chief Executive
Officer and President
II-5
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed on May 26, 2000 by the following
persons in the capacities indicated. Each person whose signature appears below
constitutes and appoints Leonard A. Trugman and Michael H. Taber, and each of
them, with full power of substitution, his/her true and lawful attorneys-in-fact
and agents to do any and all acts and things in his/her name and on his/her
behalf in his/her capacities indicated below which each of them may deem
necessary or advisable to enable Del Global Technologies Corp. to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement including specifically, but not limited to, power and
authority to sign for him/her in his/her name in the capacities stated below,
any and all amendments (including post-effective amendments) thereto, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in such
connection, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their respective substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
s/Leonard A. Trugman
---------------------------
Leonard A. Trugman Chairman of the Board, Chief Executive Officer,
President and Director (Principal Executive
Officer)
s/Michael H. Taber
---------------------------
Michael H. Taber Chief Financial Officer, Vice President of
Finance and Secretary (Principal Accounting and
Financial Officer)
s/Natan V. Bertman
---------------------------
Natan V. Bertman Director
s/David Michael
---------------------------
David Michael Director
s/Seymour Rubin
---------------------------
Seymour Rubin Director
s/James Tiernan
---------------------------
James Tiernan Director
s/Roger Winston
---------------------------
Roger Winston Director
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Footnotes
------- ----------- ---------
4.1 Warrant Certificate of Laurence Hirschhorn (1)
4.2 Warrant Certificate of Steven Anreder (2)
4.3 Warrant Certificate of UBS Capital S.p.A. (3)
5 Opinion and consent of Tashlik Kreutzer & Goldwyn P.C.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Tashlik Kreutzer & Goldwyn P.C. (Included in
legal opinion filed as Exhibit 5.)
24 Powers of Attorney (set forth on the signature page of this
Registration Statement on Form S-3).
-----------
(1) Filed as Exhibit 4.1 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000 and incorporated herein
by reference.
(2) Filed as Exhibit 4.2 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000 and incorporated herein
by reference.
(3) Filed as Exhibit 4 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarter ended January 29, 2000 and incorporated herein
by reference.
II-7
<PAGE>
EXHIBIT 5.1
TASHLIK, KREUTZER & GOLDWYN P.C.
833 Northern Boulevard
Great Neck, New York 11021
May 30, 2000
Del Global Technologies Corp.
1 Commerce Park
Valhalla, NY 10595
Gentlemen:
This opinion and the consent to use of our name are furnished in connection
with the preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, by Del Global
Technologies Corp., a New York corporation (the "Corporation"), covering a
proposed registration and sale by certain holders of 65,000 shares of the
Corporation's common stock $.10 par value per share ("Common Stock") underlying
such Warrants ("Warrant Shares").
We have acted as counsel to the Corporation and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Certificate of Incorporation and By-Laws of the
Corporation, the proceedings taken by the Corporation with respect to the filing
of such Registration Statement and such other documents as we have deemed
necessary and appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Corporation is a duly organized and validly existing corporation
under the laws of the State of New York; and
2. The Warrant Shares are duly authorized, and when the Warrants are
exercised in accordance with their terms, as described in the Registration
Statement, the Warrant Shares will be legally issued, fully paid and
non-assessable.
II-8
<PAGE>
Del Global Technologies Corp.
May 30, 2000
Page 2
Members of this firm beneficially own shares of Common Stock and options to
purchase additional shares of Common Stock.
We hereby consent to the use of this opinion as an exhibit to the
aforementioned Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/TASHLIK, KREUTZER & GOLDWYN P.C.
II-9
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Del Global Technologies Corp. and Subsidiaries on Form S-3 of our report dated
October 20, 1999, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Del Global Technologies Corp. and Subsidiaries for the
year ended July 31, 1999 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
s/Deloitte & Touche LLP
--------------------------
DELOITTE & TOUCHE LLP
New York, New York
May 26, 2000
II-10
<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.
II-11
