-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6fZB4i9tqiF5DBY9LsAhuXSyPIgOTUVdUY3vfduyoYFGJx7hlBI0K6AlId5Rx/t pUCnDxMHKx8A4yRvHdCHeQ== /in/edgar/work/20000629/0000027748-00-000010/0000027748-00-000010.txt : 20000920 0000027748-00-000010.hdr.sgml : 20000920 ACCESSION NUMBER: 0000027748-00-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: [3679 ] IRS NUMBER: 131784308 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-03319 FILM NUMBER: 664542 BUSINESS ADDRESS: STREET 1: 1 COMMERCE PARK CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 9146863600 MAIL ADDRESS: STREET 1: 1 COMMERCE PARK CITY: VALHALLA STATE: NY ZIP: 10595 FORMER COMPANY: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 11-K 1 0001.txt DEL GLOBAL TECHNOLOGIES CORP. 401(K) PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ Form 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to __________ ------------ Commission File No. 0-3319 ------------ Del Global Technologies Corp. 401(k) Plan (Full title of the Plan) Del Global Technologies Corp. (Name of issuer of the securities held pursuant to the Plan) One Commerce Park Valhalla, NY 10595 (Address of principal executive office) DEL GLOBAL TECHNOLOGIES CORP. 401(k) PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 Statements of Net Assets Available for Plan Participants as of December 31, 1999 and 1998 2 Statements of Changes in Net Assets Available for Plan Participants for the Years Ended December 31, 1999 and 1998 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1999 8 Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1999 9 INDEPENDENT AUDITORS' REPORT To the Trustees and Participants of Del Global Technologies Corp. 401(k) Plan We have audited the accompanying statements of net assets available for plan participants of Del Global Technologies Corp. 401(k) Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for plan participants for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for plan participants of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for plan participants for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of December 31, 1999 and (2) reportable transactions for the year ended December 31, 1999 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic 1999 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP Jericho, New York June 26, 2000 DEL GLOBAL TECHNOLOGIES CORP. 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS DECEMBER 31, 1999 AND 1998 December 31, December 31, 1999 1998 ----------- ------------ ASSETS Investments, at fair value $8,846,088 $7,580,377 Contributions receivable from: Participants 77,700 76,235 Employer 50,000 68,818 ---------- ---------- Total receivables 127,700 145,053 ---------- ---------- LIABILITIES Accrued expenses and accounts payable 26,058 50,674 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS $8,947,730 $7,674,756 ========== ========== See notes to financial statements. -2- DEL GLOBAL TECHNOLOGIES CORP. 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS YEARS ENDED DECEMBER 31, 1999 AND 1998 Year Ended Year Ended December 31, December 31, 1999 1998 ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTED TO: Contributions from: Participants $ 914,979 $ 770,694 Employer 50,000 68,818 Rollovers -- -- ---------- ---------- Total contributions 964,979 839,512 ---------- ---------- Investment income: Net appreciation in fair value of investments 367,721 349,141 Interest and dividends 544,909 428,719 ---------- ---------- Total investment income 912,630 777,860 ---------- ---------- Total additions 1,877,609 1,617,372 ---------- ---------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Benefits paid to participants 578,577 191,730 Administrative expenses 26,058 50,674 ---------- ---------- Total deductions 604,635 242,404 ---------- ---------- NET INCREASE IN NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS 1,272,974 1,374,968 NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS, BEGINNING OF YEAR 7,674,756 6,299,788 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN PARTICIPANTS, END OF YEAR $8,947,730 $7,674,756 ========== ========== See notes to financial statements. -3- DEL GLOBAL TECHNOLOGIES CORP. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1999 AND 1998 1. DESCRIPTION OF THE PLAN The following summary of certain provisions of the Del Global Technologies Corp. 401(k) Plan (formerly the Del Electronics Corp. 401(k) Plan) (the "Plan") is provided for general information purposes only. Participants should refer to the summary Plan description and the Plan document for complete information. a. General - The Plan is a defined contribution plan covering all employees of Del Global Technologies Corp. (formerly Del Electronics Corp.) (the "Company") and participating subsidiaries (RFI Corporation, Dynarad Corp., Del Medical Systems Corp., Bertan High Voltage Corp., Gendex-Del Medical Imaging Corp. and the Del Power Conversion Division) who have completed one-quarter year of service and are age twenty-one or older. The Company's Board of Directors has appointed Seymour Rubin, David Engel, and Leonard Trugman to the Plan's Administrative Committee. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). b. Participant Contributions - Employees may elect to contribute to the Plan from 1% to 15% (in full percentage points) of their "before-tax" earnings, and from 1% to 10% (in full percentage points) of their "after tax" earnings, up to a maximum in accordance with Section 415(c) of the Internal Revenue Code and adjusted annually for inflation thereafter. c. Employer Contributions - Under the Plan's terms, the Company is not required to contribute to the Plan. The Company made contributions of $50,000 and $68,818 for the Plan's fiscal years ended December 31, 1999 and 1998, respectively. The contributions in the form of the Company's common stock were recorded at fair value based on the closing market price on the date of transfers. d. Participant Accounts - Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. e. Withdrawals - Under the terms of the Plan, a participant may make a withdrawal for reasons of economic hardship before attaining age 59 1/2. Upon attaining age 59 1/2, participants may withdraw their entire account balance. -4- f. Vesting - Employee and rollover contributions are fully vested upon entering the Plan. Employer contributions vest at the following rates: Years of Service Vesting Percentage Less than one 0% One but less than two 20 Two but less than three 40 Three but less than four 60 Four but less than five 80 Five or more 100 g. Expenses - Administrative expenses are paid by the Plan and are allocated to each fund when paid. h. Participant Loans - The Plan allows participants to borrow up to the lesser of $50,000 or 50% of the vested portion of their account balances, subject to certain restrictions. Loan terms range from 1-5 years except for the purchase of a primary residence. The loans are secured by the balance in the participants' accounts and bear interest at market rates. i. Forfeitures - Forfeited balances of terminated participants' non-vested accounts are reallocated among remaining participants. 2. SIGNIFICANT ACCOUNTING POLICIES a. Basis of Accounting - The financial statements of the Plan have been prepared under the accrual basis of accounting. b. Accounting Estimates - The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan participants and changes therein. Actual results could differ from those estimates. c. Benefit Payments - Distributions to Plan participants are recorded when paid. d. Valuation of Investments and Income Recognition - Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. e. Participant Loans Receivable - Participant loans are valued at cost, which approximates fair value. f. Recently Issued Accounting Pronouncements - In 1999, the Plan adopted the AICPA's Statement of Position ("SOP") 99-3, "Accounting and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". The SOP simplifies the disclosures for certain investments and eliminates the requirement to disclose by investment fund option the statement of net assets available for plan participants and the changes in net assets available for plan participants for all years presented. Accordingly, -5- certain reclassifications have been made in the prior year's financial statements to correspond to the current year's presentation. 3. TRUSTEES OF THE PLAN The Company's Board of Directors has appointed Merrill Lynch Trust Company of America ("Merrill Lynch") as trustee of the Plan and related trust effective January 1, 1997. Merrill Lynch also serves as custodian of the Plan's assets and executes investment transactions. 4. INVESTMENTS The assets of the Plan, held by Merrill Lynch, are invested in the following investment accounts: a guaranteed trust account, two diversified equity and fixed-income accounts and three diversified common stock funds, at the discretion of the participant. The accounts were credited with actual earnings on the underlying investments and charged for Plan withdrawals. The following investments represent five percent or more of the Plan's net assets available for plan participants: December 31, December 31, 1999 1998 ------------ ------------ Merrill Lynch Preservation Trust Fund $4,060,282 $3,953,860 AIM Value Fund 2,429,194 1,548,905 Merrill Lynch Basic Value Fund 792,128 678,403 Merrill Lynch Capital Fund 570,485 645,381 MFS Emerging Growth Fund 524,236 -- ---------- ---------- $8,376,325 $6,826,549 ========== ========== All investments, except for the Merrill Lynch Preservation Trust Fund, are recorded at fair market value based upon closing market prices. During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $367,721 as follows: For the Year Ended December 31, 1999 ----------- Common stocks $ 394,200 Diversified equity and fixed income (26,479) ---------- $ 367,721 ========== The Merrill Lynch Preservation Trust primarily invests in investment contracts providing a guaranteed return on principal invested over a specified period. The crediting interest rate, which -6- approximates the average yield as of December 31, 1999, was 6.01%. The investments are fully benefit responsive and are recorded at contract value, which equals principal plus accrued interest, and was determined to approximate fair value. 5. PRIORITIES UPON TERMINATION OF THE PLAN Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. However, in the event of Plan termination, participants will become 100% vested in their accounts and the assets of the Plan shall be distributed to participants and beneficiaries based on their individual accounts as of the termination date. 6. TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated June 21, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the "Code"). The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 7. PARTY-IN-INTEREST A portion of the plan's investments are shares in funds managed by Merrill Lynch. Merrill Lynch is the custodian of these investments as defined by the Plan and, therefore, these transactions qualify as party-in-interest. ****** -7- SUPPLEMENTAL SCHEDULES DEL GLOBAL TECHNOLOGIES CORP. 401(k) PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 Number of Current Description Units/Shares Cost Value ----------- ------------ ---- ------- COMMON TRUST Merrill Lynch Preservation Trust Fund 4,045,354 $4,045,354 $4,060,282 MUTUAL FUNDS MFS Emerging Growth Fund 7,856 365,805 524,236 AIM Value Fund 49,861 2,075,440 2,429,194 Merrill Lynch Basic Value Fund 20,819 797,275 792,128 Merrill Lynch Global Allocation Fund 6,664 86,796 93,828 Merrill Lynch Capital Fund 17,841 611,535 570,485 COMMON STOCK: Del Global Technologies Corp. 40,533 452,769 263,398 Participant Loan Funds* 124,782 124,782 124,782 Other (12,245) (12,245) ---------- ---------- Total $8,547,511 $8,846,088 ========== ========== * Range of interest rates: 8.75% - 9.5% Range of maturity dates: May 2000 to September 2004 -8- DEL GLOBAL TECHNOLOGIES CORP. 401(k) PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999
Purchases Sales Identity of Description Purchase Number of Selling Number of Net Gain Party Involved of Asset Price Transactions Price Transactions or (Loss) -------------- ---------- ----- ------------ ------- ------------ --------- A series of transactions in excess of 5% of the beginning value of plan assets: Merrill Lynch Preservation Trust Fund Trust Fund $861,749 137 $ - - - Merrill Lynch Preservation Trust Fund Trust Fund 755,329 - 755,329 84 - AIM Value Fund Mutual Fund 738,177 71 - - -
-9- SIGNATURE Pursuant to the requirement of the Securities Exchange Act of 1934, the Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Del Global Technologies Corp. 401(k) Plan Date: June 29, 2000 By: /s/ Michael H. Taber -------------------- Chief Financial Officer, Plan Administrator, Del Global Technologies Corp. 401(k) Plan EX-23 2 0002.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 333-38024 and 333-69723 of Del Global Technologies Corp. on Form S-8 of our report dated June 26, 2000, appearing in this Annual Report on Form 11-K of Del Global Technologies Corp. 401(k) Plan for the year ended December 31, 1999. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP Jericho, NY June 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----