sec document

S-3 1 forms305733_03232004.htm FORM S-3 sec document

As filed with the Securities and Exchange Commission on March 23, 2004
Registration No. 333-
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification Number)

One Commerce Park
Valhalla, New York 10595
(914) 686-3600
-------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

Walter F. Schneider
Chief Executive Officer
Del Global Technologies Corp.
One Commerce Park
Valhalla, New York 10595
(914) 686-3600
-----------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------------------------------
COPIES TO:

Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
----------------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.

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, please check the following box. /X/

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. / /

CALCULATION OF REGISTRATION FEE

===================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
-------------------------------------------------------------------------------------------------------------------

Common Stock, $.10 par value per share 1,000,000 $2.00 $2,000,000 $253.40
-------------------------------------------------------------------------------------------------------------------

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 SECURITIES AND EXCHANGE 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. THIS 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

SUBJECT TO COMPLETION, DATED MARCH 22, 2004

PRELIMINARY PROSPECTUS

1,000,000 SHARES OF COMMON STOCK

DEL GLOBAL TECHNOLOGIES CORP.

This prospectus relates to the issuance from time to time of up to
1,000,000 shares of our common stock issuable upon exercise of warrants at an
initial exercise price of $2.00 per share, that were issued to certain
shareholders in connection with the settlement of a class action lawsuit. We
will receive aggregate gross proceeds of $2,000,000, less expenses, if all of
the warrants are exercised. The trading symbol for our common stock is
"DGTC.PK", and "DGTCW.PK" for our warrants, all of which are traded on the "Pink
Sheets." On March 22, 2004, the last sale price reported on the Pink Sheets for
our common stock was $2.20, and $0.45 for our warrants. We intend to apply to
have our common stock and warrants approved for trading on the OTC Bulletin
Board. No assurance can be made that such application will be approved.

-----------------------

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE SECTION ENTITLED
"RISK FACTORS" BEGINNING ON PAGE 6, WHICH DESCRIBES THE MATERIAL RISKS.

-----------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

-----------------------

The 1,000,000 shares of common stock covered by this prospectus are
issuable upon exercise of warrants that were issued in settlement of a
shareholder lawsuit. The warrants are exercisable at a strike price of $2.00 per
share, at any time after the shares underlying the warrants are registered under
the Securities Act of 1933, as amended, and qualified for sale under applicable
state law, but not after March 28, 2008, the expiration date of the warrants. If
our common stock trades at or above $4.00 per share for a period of ten (10)
consecutive days, we have the right to repurchase the warrants at a price of
$0.25 per share. In such case, we may exercise that right at any time thereafter
by giving notice to the warrant holders that they have a thirty (30) day period,
to exercise their warrants, failing which, we will purchase the warrants. The
shares of common stock may be sold upon exercise of the warrants from time to
time by the holders, and persons exercising the warrants may engage a broker or
dealer to sell the shares they receive. We have no current plan regarding the
resale of the common stock covered by this prospectus and have no current plan
to use brokers or dealers to redistribute stock issued upon exercise of the
warrants. We will bear all costs relating to the registration of the shares.

THE DATE OF THIS PROSPECTUS IS MARCH 22, 2004.

TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY............................................................1
RISK FACTORS..................................................................6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS............................14
USE OF PROCEEDS..............................................................15
DESCRIPTION OF CAPITAL STOCK.................................................16
PLAN OF DISTRIBUTION.........................................................18
U.S. FEDERAL INCOME TAX CONSEQUENCES.........................................18
LEGAL MATTERS................................................................19
EXPERTS......................................................................19
WHERE YOU CAN FIND MORE INFORMATION..........................................20

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT WHICH IS CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO ISSUE SHARES OF
OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE THESE OFFERS ARE PERMITTED. 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
OF OUR COMMON STOCK.

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED IN OTHER PARTS OF THIS
PROSPECTUS. BECAUSE IT IS A SUMMARY, IT DOES NOT CONTAIN ALL OF THE INFORMATION
YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE
ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE INFORMATION SET FORTH UNDER THE
HEADING "RISK FACTORS" AND THE INFORMATION INCORPORATED BY REFERENCE IN THIS
PROSPECTUS BEFORE MAKING A DECISION ABOUT INVESTING IN OUR COMMON STOCK. UNLESS
OTHERWISE SPECIFICALLY INDICATED, "COMPANY," "WE," "OUR," "OURS," AND "US"
REFERS TO DEL GLOBAL TECHNOLOGIES CORP. AND ITS CONSOLIDATED SUBSIDIARIES.

OUR BUSINESS

Del Global Technologies Corp., a New York corporation, was
incorporated in 1954. We are a leader in developing, manufacturing and marketing
medical imaging equipment and power conversion subsystems and components
worldwide. Our products include stationary and portable medical diagnostic
imaging equipment; high voltage power systems; and electronic systems and
components such as electronic filters, transformers and capacitors. Historically
we have grown internally and through acquisitions.

We have two operating segments, Medical Systems Group, a medical
imaging and diagnostic systems manufacturer and Power Conversion Group, a
manufacturer of high voltage power conversion systems and noise suppression
components. In addition, we have a third reporting segment, other, comprised of
certain corporate expenses.

Our Medical Systems Group designs, manufactures, markets and sells
medical imaging and diagnostic systems consisting of stationary and portable
imaging systems, radiographic/ fluoroscopic systems, dental imaging systems and
mammography systems. For the fiscal year ended August 3, 2003, or fiscal 2003,
our Medical Systems Group segment represented approximately 57% of our revenues.
For the six months ended January 31, 2004, our Medical Systems Group segment
represented approximately 73% of our revenues. For fiscal 2003 and for the six
months ended January 31, 2004, approximately 53% and 67%, respectively, of this
segment's revenues are attributed to our Italian subsidiary, Villa Sistemi.

Our Power Conversion Group designs, manufactures, markets and sells
high voltage power conversion systems and electronic noise suppression
components for a variety of applications. For fiscal 2003, our Power Conversion
Group segment represented approximately 43% of our revenues. For the six months
ended January 31, 2004, our Power Conversion Group segment represented
approximately 27% of our revenues.

HISTORICAL INFORMATION AND RECENT DEVELOPMENTS

o NET LOSS FOR THE SECOND FISCAL QUARTER AND SIX MONTHS ENDED JANUARY
31, 2004, WRITE-OFF OF GOODWILL, REDUCTION OF DEFERRED TAX ASSETS. On
March 15, 2004, we filed our Quarterly Report on Form 10-Q for the
second quarter ended January 31, 2004. We reported net losses of $12.4
million or $1.20 per share and $13.0 million or $1.25 per share,
respectively, for the second quarter and six months ended January 31,
2004. We can give no assurance that we will generate sufficient
revenues to operate profitably in the future. In addition, in the

second quarter of fiscal 2004, we wrote off $1,328,000 of goodwill
related to our Del High Voltage division due to continuing losses at
this division. Also, based on an evaluation conducted in February
2004, management concluded that it was prudent to increase the
valuation allowance of our deferred tax assets by $7.2 million against
both long and short-term deferred tax assets. The valuation allowance
recorded is the estimate of the amount of deferred tax assets that are
more likely than not to go unrealized by us.

o DEPARTMENT OF DEFENSE INVESTIGATION. In April 2002, the Department of
Defense announced it was commencing an investigation of our RFI
subsidiary relating to certain quality control practices at that
subsidiary. The investigation led us to undertake our own internal
investigation resulting in a complete reengineering of part of RFI's
business quality control practices, replacement of several personnel
and a writedown of the value of certain inventory. In February 2004,
we reached an agreement in principle with the U.S. Government
regarding a settlement with respect to the civil and criminal aspects
of the Department of Defense investigation of RFI. The potential
settlement would include the Company pleading guilty to one criminal
count, and agreeing to pay fines and restitution to the U.S.
Government of $4.6 million if paid by June 30, 2004 and $5.0 million
if paid by September 30, 2004. We expect to work with the DOD to avoid
any future limitations on our ability to do business with U.S.
Government entities. Such limitations could include the U.S.
government seeking a "debarment" or exclusion of us from doing
business with U.S. Government entities for a period of time. Because
management believes that it has been responsive in addressing the
problems that affected RFI in the past, we believe this settlement
will not limit or interrupt our ability to service the governmental
and defense sectors of our business. There can be no assurance that a
debarment will be avoided. We can give no assurance that we will enter
into a binding agreement with the U.S. Government regarding the
proposed settlement, or that the terms will not be changed. We will
need to raise additional capital to fund the proposed settlement. We
can give no assurance that additional capital will be available to us
on terms acceptable to us, or at all.

o RETENTION OF A FINANCIAL ADVISOR TO REVIEW STRATEGIC ALTERNATIVES. We
have retained Imperial Capital, an investment bank, as financial
advisor to assist us in reviewing strategic alternatives to raise
additional capital necessary to fund the proposed settlement with the
U.S. Government regarding the DOD investigation and to maximize
shareholder value.

o VIOLATION OF CERTAIN COVENANTS IN OUR U.S. REVOLVING CREDIT FACILITY.
In the second quarter of fiscal 2004, we breached several financial
covenants contained in our Loan and Security Agreement, dated June 10,
2002, with General Electric Capital Corporation, as amended. In March
2004, we received a waiver of such default from General Electric
Capital Corporation and signed a Fourth Amendment to the Loan and
Security Agreement. This Fourth Amendment includes revisions to
various financial covenants. In addition, the expiration date of the
credit facility was changed from June 10, 2005 to December 31, 2004.
If we fail to comply with the loan covenants in the future, our lender
could accelerate the entire amount outstanding under our credit

facility. No assurance can be given that we will be able to comply
with the revised loan covenants in the future.

o SEC ENFORCEMENT ACTION AND CONSENT DECREE. In December 2000, we were
the subject of an SEC investigation regarding certain accounting
irregularities in financial statements filed by previous management.
In December 2003, we signed a consent decree with the SEC to settle
outstanding claims against us related to the investigation. The terms
of the settlement include a previously announced penalty of $400,000
and an injunction against future violations of the anti-fraud,
periodic reporting, books and records and internal accounting control
provisions of the federal securities laws. The settlement is subject
to, among other things, final approval by the SEC and court approval.
There can be no assurance that this settlement will receive final SEC
approval and court approval, or that the terms will not be changed.

o CLASS ACTION SHAREHOLDER LITIGATION AND SETTLEMENT. Following our
November 2000 announcement that we would delay the filing of our
Annual Report on Form 10-K, our common stock was delisted from the
Nasdaq National Market and we were the subject of a class action
shareholder litigation. The lawsuit alleged, among other things,
violation of the federal securities laws and sought to recover money
damages. We settled the shareholder litigation on January 29, 2002.
Under the terms of the settlement, we issued to the plaintiffs:

> a $2 million global subordinated note due March 2007 with
interest that accrues at 6% per annum;

> 2.5 million shares of our common stock; and

> 1 million warrants to purchase our common stock at $2 per share.

The Registration Statement of which this prospectus is a part covers
the issuance of one million shares of our common stock underlying the
warrants.

o SHAREHOLDER LITIGATION REGARDING REGISTRATION OF THE COMMON STOCK
UNDERLYING WARRANTS. On February 6, 2004, a motion for summary
judgment to enforce a settlement agreement entered into by the
Company in January, 2002, related to a class action suit filed
against the Company, was filed in the United States District
Court, Southern District of New York by Philip Maley, Gene Waters
and Patsy Waters, on behalf of themselves and all others
similarly situated. The motion seeks an order and judgment that
the Company has breached the settlement agreement and seeks
damages in the amount of $1,250,000, together with interest,
costs and disbursements, and a declaration declaring that
promissory notes, in the aggregate amount of $2,000,000, which
were part of the settlement funds, are immediately due and
payable, as the value of damages suffered by the Class due to the
Company's failure to register with the Securities and Exchange
Commission shares of the Company's common stock underlying the
1,000,000 warrants issued in settlement of the action. On March
5, 2004, the Company filed opposition papers to this motion
setting forth procedural, legal, and factual arguments in
opposition to the motion. On March 19, 2004, plaintiffs filed

reply papers to the motion. The motion is now fully submitted to
the Court. The Company has now filed the registration statement,
of which this prospectus is a part, to register the shares of the
Company's common stock underlying the warrants at issue. The
Company believes that the motion is without merit and intends to
vigorously defend this matter. There can be no assurances however
that the Company will be successful in defending this motion.

o LAWSUIT AGAINST FORMER CEO. After the 2003 annual meeting of
shareholders, the board of directors reviewed the "change of
control" provisions in the employment agreement between the
Company and the former CEO, Samuel Park. As a result of this
review, the board of directors has determined that no obligation
to pay amounts totaling up to $1.8 million upon a change of
control has been triggered. After his departure from the Company,
we received a letter from Mr. Park's counsel demanding payment of
certain sums and other consideration pursuant to Mr. Park's
employment agreement, including these change of control payments.
On November 17, 2003, we filed a complaint against Mr. Park
seeking a declaratory judgment that no change of control payment
was or is due to Mr. Park and that an amendment to Mr. Park's
employment agreement, which relates to advancement and
reimbursement of legal fees, is invalid and unenforceable. Mr.
Park answered the complaint and asserted counterclaims seeking
payment from us based on his position that a "change of control"
occurred in June 2003. Mr. Park is also seeking other
consideration he believes he is owed under his employment
agreement. We filed a reply to Mr. Park's counterclaims denying
that he is entitled to any of these payments. If paid in a lump
sum, these payments may have a material adverse impact on our
liquidity. It is not possible to predict the outcome of these
claims.

HOW TO CONTACT US

Our principal executive offices are located at One Commerce Park,
Valhalla, New York, 10595, and our telephone number is (914) 686-3600. Our web
site address is www.delglobal.com. Information contained on our web site is not
intended to be a part of this prospectus and is not incorporated by reference
into this prospectus.

THE OFFERING

--------------------------------------------------------------------------------
SECURITIES OFFERED: Up to 1,000,000 shares of common stock
issuable upon exercise of warrants, at
an initial price of $2.00 per share,
that we issued to certain shareholders
in connection with the settlement of a
class action lawsuit.

COMMON STOCK OUTSTANDING AFTER OFFERING: 11,335,048 shares, based on 10,335,048
shares outstanding as of March 22,
2004 and assuming exercise of all the
warrants.

PROCEEDS: We expect to use the net proceeds for
repayment of amounts outstanding under
our U.S. revolving credit facility
with General Electric Capital
Corporation.

PINK SHEETS SYMBOLS:

Common Stock DGTC.PK

Warrants DGTCW.PK
--------------------------------------------------------------------------------

RISK FACTORS

EXERCISING YOUR WARRANT AND INVESTING IN OUR COMMON STOCK ENTAILS A
HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES
DESCRIBED BELOW AND ELSEWHERE IN THIS PROSPECTUS BEFORE MAKING AN INVESTMENT
DECISION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT
WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF
THE FOLLOWING RISKS OR UNCERTAINTIES OCCUR, OUR BUSINESS COULD BE ADVERSELY
AFFECTED. IN THIS EVENT, THE PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU
COULD LOSE PART OR ALL OF YOUR INVESTMENT.

RISKS RELATED TO OUR PAST FAILURE TO COMPLY WITH THE UNITED STATES SECURITIES
LAWS AND OTHER INVESTIGATIONS AND LITIGATION

OUR FAILURE TO RECEIVE SEC APPROVAL AND COURT APPROVAL OF THE SETTLEMENT OF AN
ENFORCEMENT ACTION COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS.

On December 11, 2000, the Division of Enforcement of the SEC issued a
formal Order Directing Private Investigation, designating SEC officers to take
testimony and requiring the production of certain documents, in connection with
matters giving rise to the need to restate our previously issued financial
statements, specifically for the fiscal years 1997 through 1999 and the first
three quarters of fiscal 2000.

In December 2003, we signed a consent decree with the Staff of the SEC
to settle the SEC's claims against us. The settlement includes a penalty of
$400,000, and issuance of an injunction against any future violations of the
antifraud, periodic reporting, books and records and internal accounting control
provisions of the federal securities laws. The settlement will require approval
by the SEC and by the appropriate U.S. District Court. We can give no assurance
that this settlement will be approved by either the SEC or the appropriate U.S.
District Court, or that the terms will not be changed. If this settlement does
not receive final SEC approval and court approval, or the terms are changed, we
may incur substantial additional penalties and fines.

Previously, we had reached an agreement in principle with the SEC on
these settlement terms, which management believed provided a reasonable basis
for estimating the financial impact of this SEC investigation, As a result, we
recorded a charge of $685,000 in the fourth quarter of fiscal year 2002 related
to the agreement in principle with the SEC staff, which includes associated
legal costs.

WE MAY NOT BE ABLE TO RAISE THE ADDITIONAL CAPITAL NEEDED TO FUND THE PROPOSED
SETTLEMENT WITH THE U.S. GOVERNMENT WITH RESPECT TO THE CIVIL AND CRIMINAL
ASPECTS OF THE DEPARTMENT OF DEFENSE INVESTIGATION OF OUR RFI SUBSIDIARY AND
SUCH PROPOSED SETTLEMENT MAY RESULT IN THE LOSS OF BUSINESS.

On March 8, 2002, our subsidiary, RFI, part of our Power Conversion
Group segment, was served with a subpoena by the U.S. Attorney for the Eastern
District of New York in connection with an investigation by the Department of
Defense. RFI supplies electromagnetic interference suppression filters for
defense and communications applications. RFI's total business accounted for

approximately $12 million of our revenues in each of fiscal 2003 and fiscal 2002
and approximately $6.5 million for the six months ended January 31, 2004.

In June 2003, we were advised that the U.S. Government is willing to
enter into negotiations regarding a comprehensive settlement of the ongoing
Department of Defense investigation of RFI. Prior to the preliminary discussions
with the U.S. Government in June 2003, we had no basis to estimate the financial
impact of this investigation. Based on preliminary settlement discussions with
the U.S. Government, discussions with our legal advisors, consideration of
settlements reached by other parties in investigations of this nature, and
consideration of our capital resources, management had then developed an
estimate of the low end of the potential range of the financial impact.
Accordingly, during the third quarter of fiscal 2003, we recorded a charge of
$2,347,000, which represents our estimate of the low end of a range of potential
fines and legal and professional fees. In February 2004, we reached an agreement
in principle with the U.S. Government regarding a settlement with respect to the
civil and criminal aspects of the Department of Defense investigation of RFI.
The proposed settlement would include the Company pleading guilty to one
criminal count and agreeing to pay fines and restitution to the U.S. Government
of $4.6 million if paid by June 30, 2004 and $5.0 million if paid by September
30, 2004. We can give no assurance that we will enter into a binding agreement
with the U.S. Government regarding the proposed settlement, or that the terms
will not be changed. We will need to raise additional capital to fund the
proposed settlement. We can give no assurance that additional capital will be
available to us on terms acceptable to us, or at all. We expect to work with the
DOD to avoid any future limitations on our ability to do business with U.S.
Government entities. Such limitations could include the U.S. Government seeking
a "debarment" or exclusion of us from doing business with U.S. Government
entities for a period of time. There can be no assurance that a debarment will
be avoided.

OUR COMMON STOCK HAS BEEN DELISTED FROM THE NASDAQ NATIONAL MARKET WHICH MAY
IMPACT YOUR LIQUIDITY AND WE CANNOT PREDICT WHEN OR IF EVER IT WILL BE LISTED ON
ANY NATIONAL SECURITIES EXCHANGE.

Our common stock was suspended from trading on the Nasdaq National
Market in December 2000. Current pricing information on our common stock has
been available in the "pink sheets" published by National Quotation Bureau, LLC.
The "pink sheets" is an over-the-counter market which generally provides
significantly less liquidity than established stock exchanges or the Nasdaq
National Market, and quotes for stocks included in the "pink sheets" are not
listed in the financial sections of newspapers. Therefore, prices for securities
traded solely in the "pink sheets" may be difficult to obtain, and shareholders
may find it difficult to resell their shares. In order to be re-listed, we will
need to meet certain listing requirements. There can be no assurance that we
will be able to meet these listing requirements. We intend to apply to have our
common stock and warrants approved for trading on the OTC Bulletin Board. No
assurance can be made that such application will be approved. The OTC Bulletin
Board is a regulated quotation service that displays real-time quotes, last-sale
prices, and volume information in over-the-counter equity securities.

RISKS RELATED TO OUR BUSINESS

WE HAVE A HISTORY OF NET LOSSES; WE HAVE RECENTLY TAKEN A WRITE-OFF OF GOODWILL
AND A REDUCTION OF OUR DEFERRED TAX ASSETS.

We have a history of net losses. We recorded net losses of $15.0
million or $1.45 per share for fiscal 2003 and net losses of $12.4 million or
$1.20 per share and $13.0 million or $1.25 per share, respectively, for the
second quarter and six months ended January 31, 2004. We can give no assurance
that we will generate sufficient revenues to operate profitably in the future.
In addition, in the second quarter of fiscal 2004, we wrote off $1,328,000 of
goodwill related to our Del High Voltage division due to continuing losses at
this division. Also, based on an evaluation conducted in February 2004,
management concluded that it was prudent to increase the valuation allowance of
our deferred tax assets by $7.2 million against both long and short-term
deferred tax assets. The valuation allowance recorded is the estimate of the
amount of deferred tax assets that are more likely than not to go unrealized by
us.

WE HAVE RECENTLY BEEN IN VIOLATION OF CERTAIN COVENANTS IN OUR U.S. REVOLVING
CREDIT FACILITY AND CANNOT GUARANTEE THAT WE WILL MAINTAIN COMPLIANCE WITH THESE
OR OTHER COVENANTS WHICH COULD RESULT IN THE IMMEDIATE ACCELERATION OF THE
FACILITY.

In the fourth quarter of fiscal 2003, we breached the tangible net
worth financial covenants contained in our Loan and Security Agreement, dated
June 10, 2002, with General Electric Capital Corporation, as amended. In October
2003, we received a waiver of such default from General Electric Capital
Corporation and signed a Third Amendment with General Electric Capital
Corporation. This Third Amendment includes revisions to the tangible net worth
financial covenant as well as adjustments to the other financial covenants.

In the second quarter of fiscal 2004, we breached the Adjusted
Earnings, Adjusted U.S. Earnings, Senior Debt Ratio, and Fixed Charge Coverage
Ratio covenants contained in our Loan and Security Agreement with General
Electric Capital Corporation, as amended. In March 2004, we received a waiver of
such default from General Electric Capital Corporation and signed a Fourth
Amendment with General Electric Capital Corporation. This Fourth Amendment
includes revisions to various financial covenants and changed the expiration
date of the credit facility from June 10, 2005 to December 31, 2004. If we fail
to comply with the loan covenants in the future, our lender could accelerate the
entire amount outstanding under our credit facility and foreclose on assets
securing our credit facility. No assurance can be given that we will be able to
comply with the revised loan covenants in the future.

OUR ABILITY TO SELL OUR PRODUCTS AND GROW OUR BUSINESS COULD BE SIGNIFICANTLY
IMPAIRED IF WE LOSE THE SERVICES OF KEY PERSONNEL.

Our success depends in large part upon the abilities of our senior
management, including Walter F. Schneider, our President and Chief Executive
Officer, and Thomas V. Gilboy, our Chief Financial Officer, Secretary and
Treasurer. The loss of the services of either Mr. Schneider or Mr. Gilboy or any
other member of senior management could impair our ability to sell our products
and grow our business. Our future success will depend in large part on the
continued service of Mr. Schneider and Mr. Gilboy and their ability to lead our

management team. Our future success and growth also depends on our ability to
continue to attract, motivate and retain highly qualified employees, including
those with the technical, managerial, sales and marketing expertise necessary to
operate our business. Competition for personnel in the medical imaging and power
conversion industry is intense, and we cannot assure you that we will be
successful in attracting and retaining such personnel. Departures and additions
of key personnel may be disruptive to our business and could have a material
adverse effect on our financial condition and results of operations.

OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD PREVENT US FROM
SELLING OUR PRODUCTS AND HINDER OUR FINANCIAL PERFORMANCE.

The technology and designs underlying our products are not protected
by patent rights. Our future success is dependent primarily on unpatented trade
secrets and on the innovative skills, technological expertise and management
abilities of our employees. Because we do not have patent rights in our
products, our technology may not preclude or inhibit competitors from producing
products that have identical performance as our products. In addition, we cannot
guarantee that any protected trade secret could ultimately be proven valid if
challenged. Any such challenge, with or without merit, could be time consuming
to defend, result in costly litigation, divert our management's attention and
resources and, if successful, require us to pay monetary damages.

WE FACE SUBSTANTIAL COMPETITION IN OUR INDUSTRY SECTOR FROM COMPANIES THAT HAVE
GREATER FINANCIAL, TECHNICAL AND MARKETING CAPABILITIES WHICH MAY HINDER OUR
ABILITY TO COMPETE SUCCESSFULLY.

A number of companies have developed, or are expected to develop,
products that compete or will compete with our products. Many of these
competitors offer a range of products in areas other than those in which we
compete, which may make such competitors more attractive to existing and
potential customers. In addition, many of our competitors and potential
competitors are larger and have greater financial resources than we do and offer
a range of products broader than our products. Some of the companies with which
we now compete or may compete in the future have or may have more extensive
research, marketing and manufacturing capabilities and significantly greater
technical and personnel resources than we do, and may be better positioned to
continue to improve their technology in order to compete in an evolving
industry.

OUR DELAY OR INABILITY TO OBTAIN ANY NECESSARY U.S. OR FOREIGN REGULATORY
CLEARANCES OR APPROVALS FOR OUR PRODUCTS COULD HARM OUR BUSINESS AND PROSPECTS.

Our medical imaging products, with the exception of certain veterinary
lines, are the subject of a high level of regulatory oversight. Any delay in our
obtaining or our inability to obtain any necessary U.S. or foreign regulatory
approvals for new products could harm our business and prospects. There is a
limited risk that any approvals or clearances, once obtained, may be withdrawn
or modified which could create delays in shipping our products, pending
re-approval. Medical devices cannot be marketed in the U.S. without clearance or
approval by the FDA. Our Medical Systems Group businesses must be operated in
compliance with FDA Good Manufacturing Practices, which regulate the design,
manufacture, packing, storage and installation of medical devices. Our

manufacturing facilities and business practices are subject to periodic
regulatory audits and quality certifications and we do self audits to monitor
our compliance. In general, corrective actions required as a result of these
audits do have a significant impact on our manufacturing operation; however
there is a limited risk that delays caused by a potential response to extensive
corrective actions could impact our operations. Virtually all of our products
manufactured or sold overseas are also subject to approval and regulation by
foreign regulatory and safety agencies. If we do not obtain these approvals, we
could be precluded from selling our products or required to make modifications
to our products which could delay bringing our products to market. Because our
U.S. products lines are mature, new product changes are in general relatively
minor and accordingly regulatory approval is more streamlined. Our Italian
subsidiary, Villa Sistemi, is developing a remote imaging system that we believe
represents a significant future sales prospect. Due to the innovative nature of
this system, and the need to go through full regulatory clearance in various
markets, we estimate that there is a less than 20% possibility this product
introduction could be delayed for up to six months.

OUR FAILURE TO RAPIDLY DEVELOP NEW PRODUCTS, PARTICULARLY DIGITAL RADIOGRAPHY
PRODUCTS, WILL LIKELY PREVENT US FROM COMPETING EFFECTIVELY.

Technology in our industry, particularly in the x-ray and medical
imaging businesses, evolves rapidly, and making timely product innovations is
essential to our success in the marketplace. The introduction by our competitors
of products with improved technologies or features may render our existing
products obsolete and unmarketable. If we cannot develop products in a timely
manner in response to industry changes, or if our products do not perform well,
our business and financial condition will be adversely affected.

It is generally accepted that digital radiography will become the
dominant technology used in hospitals and imaging clinics throughout the world
over the next 10 to 15 years. Currently, there are a number of competing
technologies available in connection with the digitization of x-ray images.
However, due to the high cost of this technology, many institutions have not yet
adopted digital technology. In addition, there is uncertainty as to which
technology system will be accepted as the industry-leading protocol for image
digitization and communication. Although we currently have some limited digital
product offerings, lack of an adequate digital capability could impact our
business and result in a loss of market share.

OUR PRODUCTS MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHICH MAY
CAUSE US TO INCUR UNEXPECTED COSTS OR PREVENT US FROM SELLING OUR PRODUCTS.

Although we believe our products do not infringe on the intellectual
property rights of others, there can be no assurance that infringement claims
will not be asserted against us in the future or that, if asserted, any
infringement claim will be successfully defended. We may be subject to legal
proceedings and claims from time to time, including claims of alleged
infringement of the patents, trademarks and other intellectual property rights
of third parties. Intellectual property litigation is expensive and
time-consuming and could divert our management's attention away from running our
business and seriously harm our business. If we were to discover that our
products violated the intellectual property rights of others, we would have to
obtain licenses from these parties in order to continue marketing our products

without substantial reengineering. We might not be able to obtain the necessary
licenses on acceptable terms or at all, and if we could not obtain such
licenses, we might not be able to reengineer our products successfully or in a
timely fashion. If we fail to address any infringement issues successfully, we
would be forced to incur significant costs, including damages and potentially
satisfying indemnification obligations that we have with our customers, and we
could be prevented from selling certain of our products.

PAYMENTS THAT MAY BE REQUIRED UNDER CERTAIN CHANGE OF CONTROL AGREEMENTS WITH
OUR KEY EXECUTIVES COULD RESULT IN A MATERIAL DECREASE IN OUR LIQUIDITY.

We have entered into agreements with our executive officers providing
for substantial severance payments to them in the event that they are terminated
in connection with certain changes of control. Our employment agreement with
Samuel E. Park, the former CEO of the Company, provides for payments upon
certain changes of control. Our newly elected board of directors has reviewed
the "change of control" provisions regarding payments totaling up to
approximately $1,800,000 under Mr. Park's employment agreement. As a result of
this review and based upon, among other things, the advice of special counsel,
our board of directors has determined that no obligation to pay these amounts
has been triggered. On October 27, 2003, we received a letter from Mr. Park's
counsel demanding payment of certain sums and other consideration pursuant to
the employment agreement with Mr. Park, including these change of control
payments. On November 17, 2003, we filed a complaint against Mr. Park seeking a
declaratory judgment that no change of control payment was or is due to Mr. Park
and that an amendment to the employment contract with Mr. Park regarding
advancement and reimbursement of legal fees is invalid and unenforceable. Mr.
Park answered the complaint and asserted counterclaims seeking payment from us
based on his position that a "change of control" occurred in June 2003. Mr. Park
is also seeking other consideration he believes he is owed under his employment
agreement. We filed a reply to Mr. Park's counterclaims denying that he is
entitled to any of these payments. If paid in a lump sum, these payments may
have a material adverse effect on our liquidity. It is not possible to predict
the outcome of these claims.

In the event the change of control provisions under these various
agreements were all triggered (including Mr. Park's), the total payments
required could be in excess of $4.0 million. While we believe these agreements
are important to ensure the continued dedication of our key employees, the large
payments required pursuant to these change of control agreements could unduly
burden us or serve as a barrier to a potential acquirer. This, in turn, could
limit the ability of our shareholders to sell their shares at a favorable price.

THERE IS A RISK THAT OUR INSURANCE MAY NOT BE SUFFICIENT TO PROTECT US FROM
PRODUCT LIABILITY CLAIMS, OR THAT IN THE FUTURE PRODUCT LIABILITY INSURANCE WILL
NOT BE AVAILABLE TO US AT A REASONABLE COST, IF AT ALL.

Our business involves the risk of product liability claims inherent to
the medical device business. We maintain product liability insurance subject to
certain deductibles and exclusions. There is a risk that our insurance will not
be sufficient to protect us from product liability claims, or that product
liability insurance will not be available to us at a reasonable cost, if at all.
An uninsured or underinsured claim could materially harm our operating results
or financial condition.

OUR RESEARCH AND DEVELOPMENT ACTIVITIES INVOLVE HAZARDOUS MATERIALS WHICH COULD
SUBJECT US TO SIGNIFICANT LIABILITY.

Our research and development activity involves the controlled use of
hazardous materials, such as toxic and carcinogenic chemicals. Although we
believe that our safety procedures for handling and disposing of such materials
comply with the standards prescribed by federal, state and local regulations, we
cannot completely eliminate the risk of accidental contamination or injury from
these materials. In the event of an accident, we could be held liable for any
resulting damages, and such liability could be extensive. We are also subject to
substantial regulation relating to occupational health and safety, environmental
protection, hazardous substance control, and waste management and disposal. The
failure to comply with such regulations could subject us to, among other things,
fines and criminal liability.

OUR BUSINESS COULD BE HARMED IF OUR PRODUCTS CONTAIN UNDETECTED ERRORS OR
DEFECTS OR DO NOT MEET CUSTOMER SPECIFICATIONS.

We are continuously developing new products and improving our existing
products. Newly introduced or upgraded products can contain undetected errors or
defects. In addition, these products may not meet their performance
specifications under all conditions or for all applications. If, despite our
internal testing and testing by our customers, any of our products contains
errors or defects, or any of our products fails to meet customer specifications,
we may be required to recall or retrofit these products. We may not be able to
do so on a timely basis, if at all, and may only be able to do so at
considerable expense. In addition, any significant reliability problems could
result in adverse customer reaction and negative publicity and could harm our
business and prospects.

THE SEASONALITY OF OUR REVENUE MAY ADVERSELY IMPACT THE MARKET PRICES FOR OUR
SHARES.

Our revenue is typically lower during the first quarter of each fiscal
year due to the shut-down of operations in our Milan, Italy and Bayshore, New
York facilities for part of August. This seasonality causes our operating
results to vary from quarter to quarter and these fluctuations could adversely
affect the market price of our common stock.

RISKS RELATED TO THIS OFFERING

ALTHOUGH WE ARE SUBJECT TO THE INFORMATION AND REPORTING REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, OUR COMMON STOCK HAS NOT BEEN QUOTED OR TRADED
ON A NATIONAL EXCHANGE SINCE DECEMBER 2000 AND INVESTORS IN OUR COMMON STOCK
WILL BE SUBJECT TO RISKS ASSOCIATED WITH THE PUBLIC TRADING MARKET GENERALLY.

We cannot predict the extent to which a trading market will develop or
how liquid that market might become. If you exercise your warrants and receive
common stock, you will pay a price that was not established in the public
trading markets. You may suffer a loss of your investment.

A SIGNIFICANT NUMBER OF OUR SHARES WILL BE AVAILABLE FOR FUTURE SALE AND COULD
DEPRESS THE MARKET PRICE OF OUR STOCK.

As of March 22, 2004, an aggregate of 10,335,048 shares of our common
stock were outstanding. In addition as of March 22, 2004, there were outstanding
warrants to purchase 1,065,000 shares of our common stock and options to
purchase 2,110,290 shares of our common stock, of which 1,746,230 were fully
vested. Sales of large amounts of our common stock in the market could adversely
affect the market price of the common stock and could impair our future ability
to raise capital through offerings of our equity securities. A large volume of
sales by holders exercising the warrants or options could have a significant
adverse impact on the market price of our common stock.

OUR STOCK PRICE MAY BE VOLATILE.

The experiences of other small companies indicate that the market
price for our common stock could be highly volatile. Many factors could cause
the market price of our common stock to fluctuate substantially, including:

o future announcements concerning us, our competitors or other
companies with whom we have business relationships;

o changes in government regulations applicable to our business;

o overall volatility of the stock market and general economic
conditions;

o changes in our earnings estimates or recommendations by analysts;
and

o changes in our operating results from quarter to quarter.

Accordingly, substantial fluctuations in the price of our common stock
could limit the ability of our current shareholders to sell their shares at a
favorable price.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and the documents we
incorporate by reference in this prospectus contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included in this prospectus or in any prospectus supplement or
incorporated by reference in this prospectus, including statements regarding our
strategy, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management, may be deemed to be
forward-looking statements. The words "anticipates," "believes," "estimates,"
"expects," "intends," "may," "plans," "projects," "will," "would" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. We may not
actually achieve the plans, intentions or expectations disclosed in our
forward-looking statements and you should not place undue reliance on our
forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. These
important factors include the factors that we identify in the documents we
incorporate by reference in this prospectus, particularly the factors referenced
under the heading "Risk Factors." You should read these factors and other
cautionary statements made in this prospectus and in the documents we
incorporate by reference as being applicable to all related forward-looking
statements wherever they appear in the prospectus, in any prospectus supplement
and in the documents we incorporate by reference in this prospectus. We do not
assume any obligation to update any forward-looking statements.

USE OF PROCEEDS

The 1,000,000 shares of our common stock covered by this prospectus
are issuable upon exercise of the warrants. If all the warrants were to be
exercised and all the shares of common stock underlying the warrants were to be
issued, we would receive gross proceeds of $2.0 million, less expenses.

Based on our financial condition and agreements as of March 19, 2004,
we expect to use any such net proceeds for repayment of amounts outstanding
under our U.S. revolving credit facility with General Electric Capital
Corporation. We have a $10 million senior revolving credit agreement with
General Electric Capital Corporation. This facility expires on December 31, 2004
and interest under the credit facility is based on thirty-day commercial paper
rates plus a margin of 3.5%. The interest rate on the revolving line of credit
is 4.5% at March 19, 2004. As of March 19, 2004, amounts outstanding under this
facility were approximately $4.1 million. Should that situation change, the net
proceeds could also be used for general corporate purposes, including without
limitation the following (in order of priority):

o working capital;

o the repayment of other debt;

o the repurchase of our common stock;

o temporary investment; and/or

o the financing of possible acquisitions or business expansion.

To the extent that proceeds are available following repayment of our
debt, we reserve the right to reallocate or change the specific use of the net
proceeds to respond to fluctuations in our business and to take advantage of
opportunities which may be complementary to our operations.

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

Our certificate of incorporation presently authorizes the issuance of
20,000,000 shares of common stock, par value $0.10 per share. As of March 22,
2004, 10,335,048 shares of our common stock were issued and outstanding and
3,175,290 shares were reserved for issuance upon the exercise of currently
outstanding options and warrants. The outstanding shares of common stock are,
and the additional shares of common stock that may be issued upon exercise of
the options and warrants will be, fully paid and non-assessable.

Other than as may be authorized by our board of directors from time to
time, in its sole discretion, holders of our common stock do not have preemptive
or preferential rights to purchase additional shares of our common stock or
securities convertible into shares of our common stock. We do not have any
redemption or sinking fund provisions applicable to our common stock. Holders of
our common stock are entitled to one vote per share on all matters on which the
holders of the common stock are entitled to vote. Except as otherwise required
by law or our certificate of incorporation, the holders of our common stock will
vote on all matters submitted to a vote of the shareholders, including election
of directors.

DIVIDENDS

Subject to applicable law and any provision of our certificate of
incorporation, dividends may be declared on the outstanding shares of our common
stock in such amounts and at such times as our board of directors determines. We
have not paid any cash dividends, except for the payment of cash in lieu of
fractional shares, since 1983. The payment of cash dividends is prohibited under
our U.S. credit facility with General Electric Capital Corporation. We do not
intend to pay any cash dividends for the foreseeable future.

WARRANTS

The 1,000,000 shares of common stock covered by this prospectus are
issuable upon exercise of warrants which were issued in settlement of a
shareholder lawsuit. The warrants are exercisable at a strike price of $2.00 per
share, at any time after the shares underlying the warrants are registered under
the Securities Act of 1933, as amended, and qualified for sale under applicable
state law, but not after March 28, 2008, the expiration date of the warrants. If
our common stock trades at or above $4.00 per share for a period of ten (10)
consecutive days, we may repurchase the warrants at a price of $0.25 per share.
In such case we have the right to exercise that right at any time thereafter by
giving notice to the warrant holders that they have a thirty (30) day period, to
exercise their warrants, failing which, we will purchase the warrants. The
number of shares that may be purchased upon exercise of the warrants are subject
to adjustment if we pay a dividend to shareholders or subdivide or combine our
outstanding shares of common stock.

LISTING

The outstanding shares of our common stock are not currently listed
with any national exchange or quoted on NASDAQ. Our common stock was suspended
from trading on the NASDAQ National Market on December 19, 2000 because we had

not filed an annual report for the year ended July 29, 2000 within the SEC's
prescribed time period. Following such suspension, the NASDAQ National Market
delisted our common stock. Our common stock is traded in the "pink sheets" under
the symbol "DGTC.PK", and our warrants are traded under the symbol "DGTCW.PK".
The "pink sheets" is an over-the-counter market which provides significantly
less liquidity than established stock exchanges or the NASDAQ National Market,
and quotes for stocks included in the "pink sheets" are not listed in the
financial sections of newspapers as are those for established stock exchanges
and the NASDAQ National Market. We intend to apply to have our common stock and
warrants approved for trading on the OTC Bulletin Board. No assurance can be
made that such application will be approved. The OTC Bulletin Board is a
regulated quotation service that displays real-time quotes, last-sale prices,
and volume information in over-the-counter equity securities.

NEW YORK ANTI-TAKEOVER STATUTES

We are subject to the business combination provisions of Section 912
of the New York Business Corporation Law. Section 912 prohibits certain business
combinations between a New York corporation and any "interested shareholder"
(generally, the beneficial owner of 20% or more of the corporation's voting
shares) for five years following the time that the shareholder became an
interested shareholder, unless (i) the corporation's board of directors approved
the transaction prior to the interested shareholder becoming interested, (ii)
the business combination is approved by the holders of a majority of the
outstanding voting stock not beneficially owned by the interested shareholder,
or (iii) the business combination meets certain valuation requirements for the
stock of the corporation.

An "interested shareholder" is defined as any person (other than the
corporation or a subsidiary of such corporation) that (i) is the beneficial
owner of at least 20% of the corporation's outstanding voting stock or (ii) is
an affiliate or associate of the corporation and at any time within the
five-year period immediately prior to the date in question was the beneficial
owner of at least 20% of the then outstanding voting stock of the corporation.

The following transactions are included in the definition of "business
combination" for purposes of Section 912:

o any merger or consolidation of the corporation or any subsidiary
of the corporation with an interested shareholder or its
affiliate or associate;

o any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with an interested shareholder, its affiliate
or its associate, of the corporation's assets that comprise at
least 10% of the market value of all of the corporation's assets,
outstanding stock, earning power or net income;

o the issuance or transfer by the corporation (or its subsidiary)
of any of its stock, which has a market value of at least 5% of
the market value of all the outstanding stock, to such interested
shareholder, its affiliate or its associate, except pursuant to
the exercise of warrants or rights to purchase stock offered, or
a dividend or distribution paid or made pro rata to all
shareholders;

o the adoption of any proposal for liquidation or dissolution
proposed by, or pursuant to any understanding with, such
interested shareholder, its affiliate or its associate;

o any reclassification of securities, recapitalization, or merger
or consolidation of the corporation with any of its subsidiaries
pursuant to any understanding with an interested shareholder, its
affiliate or its associate, which has the effect of increasing
the interested shareholder's proportion of ownership in such
corporation except as a result of immaterial changes due to
fractional share adjustments; or

o any receipt by such interested shareholder, its affiliate or its
associate of the benefit of any loans, advances, guarantees,
pledges or other financial assistance or any tax credits or other
tax advantages provided by or through such corporation, except
proportionately as a shareholder of such corporation.

PLAN OF DISTRIBUTION

We are registering 1,000,000 shares of our common stock issuable,
otherwise than through underwriters, upon exercise of warrants. We anticipate we
will receive $2.00 per share upon the exercise of the warrants. The warrants
were issued to certain holders in connection with settlement of a shareholder
class action lawsuit. The warrants are not exercisable until the Registration
Statement of which this prospectus is a part is declared effective by the SEC.
We will not receive any proceeds from the subsequent sale of the common stock,
although we may receive up to $2,000,000 (less expenses) if all the warrants are
exercised by the warrant holders. We will bear all fees and expenses incident to
registering the shares of common stock.

U.S. FEDERAL INCOME TAX CONSEQUENCES

WARRANTS

EXERCISE. No gain or loss will be recognized for Federal income tax
purposes by holders of the warrants upon the exercise of the warrants in
exchange for common stock (except to the extent of cash, if any, received in
lieu of the issuance of fractional shares of common stock). A holder's tax basis
in the common stock will equal the sum of the tax basis in the warrants (if any)
plus the exercise price paid on the exercise thereof. The holding period of the
common stock received on the exercise of the warrants will not include the
period during which the warrants were held by such holder. If any cash is
received in lieu of fractional shares, the holder will recognize gain or loss,
and the character and the amount of such gain or loss will be determined as if
the holder had received such fractional shares and then immediately sold them
for cash.

SALE OF WARRANTS. The sale of a warrant ordinarily will result in the
recognition of gain or loss to the holder for Federal income tax purposes in an
amount equal to the difference between the amount realized on such sale or
exchange and the holder's tax basis in the warrant. Such gain or loss will be
capital gain or loss, provided the common stock would have been a capital asset
in the hands of the warrant holder had the warrant been exercised, and will be
long-term capital gain or loss with respect to warrants held for more than one
year.

Similarly, gain or loss will generally be recognized upon a sale of
the common stock received upon exercise of a warrant in an amount equal to the
difference between the amount realized on the transfer and the holder's adjusted
tax basis in the common stock. Such gain or loss will be capital gain or loss,
provided the common stock is held as a capital asset, and will be long-term
capital gain or loss with respect to common stock held for more than one year.

LAPSE. If the warrants lapse without exercise, the holder will
recognize a capital loss (assuming the sale or exchange of the warrants by the
holder would have given rise to capital gain or loss) equal to the holder's tax
basis in the warrants (if any). Any such capital loss would be long-term if the
holding period for the warrants exceeds one year.

BACKUP WITHHOLDING

The backup withholding rules require a payor to deduct and withhold a
tax if (i) the payee fails to furnish a taxpayer identification number (TIN) to
the payor, (ii) the IRS notifies the payor that the TIN furnished by the payee
is incorrect, (iii) the payee has failed to report properly the receipt of
"reportable payments" on several occasions and the IRS has notified the payor
that withholding is required or (iv) there has been a failure of the payee to
certify under the penalty of perjury that the payee is not subject to
withholding under Section 3406 of the Internal Revenue Code. If any one of the
events discussed above occurs, we, our paying agent or other withholding agent
will be required to withhold a tax equal to 28% of any "reportable payment" made
in connection with the warrants. A "reportable payment" includes, among other
things, amounts paid through brokers in retirement of a warrant. Any amounts
withheld from a payment to a holder under the backup withholding rules will be
allowed as a refund or credit against such holder's Federal income tax, provided
that the required information is furnished to the IRS. Certain holders
(including, among others, corporations and certain tax-exempt organizations) are
not subject to the backup withholding and information reporting requirements. A
holder should consult his or its tax advisor as to his or its qualification for
exemption from backup withholding and the procedure for obtaining such an
exemption.

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus
will be passed upon by Olshan Grundman Frome Rosenzweig & Wolosky, LLP New
York, New York.

EXPERTS

The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended August 2, 2003 have been
audited by Deloitte &Touche LLP, independent auditors, as stated in their
report (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to a change in method of accounting for goodwill
and other intangible assets), 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.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any public offering
document we file, including a copy of the Registration Statement on Form S-3 of
which this prospectus is a part, without charge at the SEC's Public Reference
Room, 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549.

You can also request copies of all or any portion of these documents
by writing the Public Reference Section and paying certain prescribed fees.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Section. The SEC maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically, including us. The address of the site is http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this prospectus
the information we file with the SEC. This means that we are disclosing
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, except
for any information superseded by information contained directly in this
prospectus. Information that we file later with the SEC under the Securities
Exchange Act of 1934 will automatically update information in this prospectus.
In all cases, you should rely on the later information over different
information included in this prospectus. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering is completed:

o our Current Report on Form 8-K filed on October 10, 2003;

o our Current Report on Form 8-K filed on October 31, 2003;

o our Current Report on Form 8-K filed on November 4, 2003;

o our Annual Report on Form 10-K for the year ended August 2, 2003,
filed on November 4, 2003;

o our Current Report on Form 8-K filed on December 1, 2003;

o our Quarterly Report on Form 10-Q for the quarter ended November
1, 2003, filed on December 12, 2003;

o our Current Report on Form 8-K filed on December 15, 2003;

o our Current Report on Form 8-K filed on March 12, 2004;

o our Current Report on Form 8-K filed on March 15, 2004;

o our Quarterly Report on Form 10-Q for the quarter ended January
31, 2004, filed on March 15, 2004; and

o the description of our common stock set forth in our Registration
Statement on Form 8-A12G filed on June 6, 1996, and any
subsequent amendments or reports filed for the purpose of
updating this description.

You may request a copy of these filings, or any other documents or
other information referred to in, or incorporated by reference into, this
prospectus, but not delivered with this prospectus, at no cost, by writing or
calling us at the following address or telephone number:

Del Global Technologies Corp.
Attn: Thomas V. Gilboy
Chief Financial Officer
One Commerce Park
Valhalla, New York 10595
(914) 686-3600

Exhibits to the documents incorporated by reference will not be sent,
however, unless those exhibits have been specifically referenced in this
prospectus.

--------------------------

DEL GLOBAL TECHNOLOGIES CORP.

1,000,000 Shares of Common Stock

--------------------------

--------------------
PRELIMINARY PROSPECTUS
-------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
-------- --------------------------------------------

The following table sets forth the various expenses which will be paid
by us in connection with the securities being registered. With the exception of
the Securities and Exchange Commission registration fee, all amounts shown are
estimates.

SEC registration fee................................................. $253.40
Legal fees and expenses (including Blue Sky fees).................... $40,000.00
Accounting fees and expenses......................................... $25,000.00
Printing expenses ................................................. $2,000.00
Miscellaneous ..................................................... $46.60
Total ................................................. $67,300.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------- -----------------------------------------

Reference is made to the provisions of Sections 721 through 726 of the
New York Business Corporation Law (the "BCL"), which provides for
indemnification of officers and directors in certain transactions. Article V of
Del Global's Amended and Restated Bylaws ("Bylaws") and Articles XI(b) and XII
of Del Global's Certificate of Incorporation provide for indemnification of
directors and officers to the full extent permitted by the BCL.

The BCL provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed proceeding (other than a proceeding by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation in a similar position with another entity, against expenses
(including attorneys' fees), judgments, fines and settlements incurred by him in
connection with the proceeding if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. No indemnification may be
made to or on behalf of any officer or director if a judgment or other final
adjudication adverse to the officer or director establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action being adjudicated, or that he
personally gained a financial profit or other advantage to which he was not
legally entitled.

The BCL provides that the indemnity obligations of a corporation shall
only arise if authorized (i) by the board of directors acting by a quorum
consisting of directors who are not parties to the proceeding upon a finding
that the officer or director has met the applicable standard of conduct, or (ii)
if a quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs; (A) by the board of directors upon the opinion in writing
of independent legal counsel that indemnification is proper in the
circumstances, or (B) by the shareholders upon a finding that the officer or
director has met the applicable standard of conduct. The board of directors of
the corporation may authorize expenses in connection with a proceeding to be
paid in advance of the final disposition upon receipt of an undertaking by the

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person on whose behalf the expenses are to be paid to repay the expenses in the
event he is not entitled to indemnity. We also are authorized under our Bylaws
to obtain insurance to protect officers and directors from certain liabilities,
including liabilities against which the corporation cannot indemnify its
directors and officers.

In addition to our indemnification obligations contained in our Bylaws
and Certificate of Incorporation, we have entered into an indemnification
agreement with each of our directors and officers providing for the advancement
or reimbursement by Del Global of such person's payments to satisfy judgments,
fines, penalties, amounts paid in settlement, and reasonable expenses in defense
of any claim made or threatened to be made against such person arising by reason
of the fact that such person is or was a director or officer of, or served at
the request of, Del Global. However, no such indemnification shall be made if a
judgment or final adjudication adverse to the person establishes that either (i)
his acts were committed in bad faith or were the result of active and deliberate
dishonesty, and were material to the claim adjudicated or (ii) that he
personally gained a financial profit or other advantage to which he was not
legally entitled. If the indemnified person is successful in the defense of a
claim, he shall be entitled to indemnification by Del Global. Otherwise and
unless ordered by a court, Del Global's obligations to indemnify the person are
subject to the condition that a reviewing person or body appointed by the board
of directors will not have determined that the indemnified person would not be
permitted to be indemnified under applicable law. The determination by the
reviewing party is conclusive and binding. However, if the indemnified person
has commenced legal proceedings to determine whether he should be indemnified,
then any determination by the reviewing party will not be binding until a final
judicial determination has been made.

If there is a change of control in Del Global, then with respect to
questions regarding indemnification, Del Global shall seek legal advice from an
independent counsel selected by the indemnified person (and approved by Del
Global) who has not performed services for Del Global for 10 years. The
independent counsel will be the reviewing party and render a written opinion as
to whether and to what extent the person would be permitted to be indemnified
under applicable law.

The indemnification agreement also authorizes Del Global to establish
and fund a trust, for the benefit of a person to be indemnified in an amount
sufficient to satisfy all expenses, including any and all judgments, fines,
penalties and amounts paid in settlement of any and all claims against the
indemnified person by reason of the fact that he was or is a director or officer
that are from time to time actually paid or claimed, reasonably anticipated or
proposed to be paid.

In the event the indemnified person is ultimately found not to be
entitled to indemnification, the indemnified person undertakes to reimburse Del
Global for amounts previously advanced or reimbursed in connection with the
claim.

ITEM 16. EXHIBITS.
------- --------

Exhibit No.

4.1 Intentionally Omitted.

4.2 Intentionally Omitted.

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4.8 Warrant Certificate of Laurence Hirschhorn dated as of
January 11, 2000 (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).

4.9 Warrant Certificate of Steven Anreder dated as of January
11, 2000 (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).

4.10 Warrant Certificate of UBS Capital S.p.A. dated as of
December 28, 1999 (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).

4.11 Del Global Technologies Corp. Amended and Restated Stock
Option Plan (as adopted effective as of January 1, 1994 and
as amended December 14, 2000) (filed as Exhibit 4.11 to Del
Global Technologies Corp. Annual Report on Form 10-K for the
year ended August 3, 2002 and incorporated herein by
reference).

4.12 Stock Purchase Plan (filed as Exhibit 4.9 to Del Electronics
Corp. Annual Report on Form 10-K for the year ended July 29,
1989 and incorporated herein by reference).

4.13 Option Agreement, substantially in the form used in
connection with options granted under the Stock Option Plan
(filed as Exhibit 4.8 to Del Electronics Corp. Annual Report
on Form 10-K for the year ended July 29, 1989 and
incorporated herein by reference).

4.14 Option Agreement dated as of December 28, 1999 (filed as
Exhibit 4.2 to Del Global Technologies Corp. Current Report
on Form 8-K dated May 4, 2000 and incorporated herein by
reference).

4.15 Warrant Agreement substantially in the form used for
1,000,000 warrants issued in connection with the settlement
of the class action lawsuit on January 29, 2002 (filed as
Exhibit 10.12 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended August 3, 2002 and
incorporated herein by reference).

4.16 Amendment No. 1 dated July 17, 2003 to the Del Global
Technologies Corp. Amended and Restated Stock Option Plan
(as adopted effective as of January 1, 1994 and as amended
December 14, 2000) (filed as Exhibit 4.1 to Del Global
Technologies Corp. Quarterly Report on Form 10-Q for the
quarter ended November 1, 2003 and incorporated herein by
reference).

5.1* Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

23.1* Consent of Deloitte & Touche LLP.

23.2* Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in Exhibit 5.1).

24.1* Power of Attorney (included on the signature page to this
Registration Statement).

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-------

*Filed herewith

ITEM 17. UNDERTAKINGS.
------- ------------

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, as amended (the "Securities Act");

(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 Securities and Exchange Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent 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 subparagraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by these
subparagraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities

II-4

offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, 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
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 an 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 Securities
Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-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 the 22nd day of March,
2004.

DEL GLOBAL TECHNOLOGIES CORP.
(Registrant)

By: /s/ Walter F. Schneider
-------------------------------------------
Name: Walter F. Schneider
Title: President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature
appears below hereby constitutes and appoints Thomas V. Gilboy and Walter F.
Schneider his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Form S-3 and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the date indicated.

Signature Title Date

Chief Executive Officer,
/s/ Walter F. Schenieder President and Director
------------------------ (Principal Executive Officer) March 22, 2004
Walter F. Schneider

Chief Financial Officer,
Treasurer and Secretary
/s/ Thomas V. Gilboy (Principal Accounting and
------------------------ Financial Officer) March 22, 2004
Thomas V. Gilboy

/s/ Suzanne M. Hopgood Director March 22, 2004
------------------------
Suzanne M. Hopgood

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/s/ Gerald M. Czarnecki Director March 22, 2004
----------------------
Gerald M. Czarnecki

/s/ Wallace Barnes Director March 22, 2004
----------------------
Wallace Barnes

/s/ Edgar J. Smith, Jr Director March 22, 2004
-----------------------
Edgar J. Smith, Jr.

/s/ James R. Henderson Director March 22, 2004
-----------------------
James R. Henderson

/s/ Michael J. Cheshire Director March 22, 2004
-----------------------
Michael J. Cheshire

/s/ David W. Wright Director March 22, 2004
-----------------------
David W. Wright

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