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-----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, CH0ucfyNV3nvx6zYTYP43VdUkhwyi9ldpV8v+hw+Ze1nsPnIrNMc5ZRmolcIkTcd jEs/1/yNrATP8B+jJrjR2A== 0000921895-04-001950.txt : 20041129 0000921895-04-001950.hdr.sgml : 20041129 20041129152429 ACCESSION NUMBER: 0000921895-04-001950 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040731 FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 131784308 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 041171326 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 10-K/A 1 form10ka105733005_07312004.htm sec document

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

FORM 10-K/A

(Amendment No. 1)

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended July 31, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

Commission file number 0-3319

For the transition period from ________________ to ________________

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 Identification No.)
Incorporation or Organization)

One Commerce Park, Valhalla, NY 10595
------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (914) 686-3650

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered
None None
- -------------------------------- -------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.10 PAR VALUE ("COMMON STOCK")
---------------------------------------------
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity
held by non affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter.

The aggregate market value of the registrant's Common Stock held by
non-affiliates of the Registrant as of October 27, 2004, was $17,039,487.60.
Solely for the purposes of this calculation, shares held by directors and
executive officers of the Registrant have been excluded. Such exclusion should
not be deemed a determination or an admission by the Registrant that such
individuals are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

As of October 27, 2004, there were 10,345,413 shares of the registrant's
common stock outstanding.

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

EXPLANATORY NOTE

Del Global Technologies Corp. ("the Company") is filing this Amendment No. 1 on
Form 10-K/A to our Annual Report on Form 10-K, originally filed with the
Securities and Exchange Commission on October 29, 2004, solely for the purpose
of including the information required to be disclosed in Part III thereof.

In addition, we have filed the following exhibits herewith:

31.3 Certification required by Rule 13a-14(a) or Rule 15d-14(a)

31.4 Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Except as specifically indicated herein, no other information included in the
Annual Report on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION WITH RESPECT TO DIRECTORS

The names and ages of each director of the Company, each of their principal
occupations at present and for the past five (5) years and certain other
information about each of the directors are set forth below:

ALL OFFICES WITH THE
NAME AGE COMPANY(1) DIRECTOR SINCE
- ------------------------ ----------- ---------------------------- -----------------
Suzanne M. Hopgood 55 Director and Chairman 2003
of Board
Gerald M. Czarnecki 64 Director 2003
David W. Wright 46 Director 2003
Wallace Barnes 78 Director 2003
Edgar J. Smith, Jr. 70 Director 2002
Walter F. Schneider 69 Director, President and 2003
Chief Executive
Officer
James R. Henderson 46 Director 2003
Michael J. Cheshire 55 Director 2003

SUZANNE M. HOPGOOD joined the Board on June 3, 2003 and has served as Chairman
since October 8, 2003. She has served as the President of The Hopgood Group,
LLC, a provider of workout consulting and interim management services, since
founding the company in 1985. From August 2000 to October 2001, Ms. Hopgood
served as President, Chief Executive Officer and as a director of Houlihan's
Restaurant Group, Inc., an operator of full service casual dining restaurants.
Ms. Hopgood was hired by Houlihan's at a time of financial distress to apply her
expertise in crisis and turnaround management. After its operations were
stabilized, control of Houlihan's was transferred to its secured lenders in

October 2001, at which time they installed a new management team. Houlihan's
filed a voluntary petition for Chapter 11 bankruptcy on January 23, 2002, was
successfully reorganized and emerged from bankruptcy on October 1, 2002 with the
equity sponsorship of the new management team and the secured lenders. From May
1998 to May 2000, Ms. Hopgood served as Chairman of the Board of Furr's
Restaurant Group, Inc. ("Furr's"), an operator of family-style cafeteria and
buffet restaurants formerly listed on the New York Stock Exchange ("NYSE"). She
also served as Chief Executive Officer of Furr's from May 1998 to October 1998
and as a director from May 1996 to May 2000. Ms. Hopgood has extensive
experience in corporate workouts, turnarounds and restructuring. She is
currently on the board of directors of Acacia Realty Trust, where she serves on
the audit committee, and is the President of the National Association of
Corporate Directors, Connecticut Chapter.

GERALD M. CZARNECKI joined the Board on June 3, 2003. He has served as the
Chairman of The Deltennium Group, Inc. ("Deltennium"), which is a strategic and
leadership consulting company with Managing Partners having a broad range of
executive and technical skills. In addition, Deltennium also serves as a
privately held holding company ("Deltennium"), since November 1995. Deltennium
operates as a holding company for various operating businesses of which Mr.
Czarnecki is the principal stockholder, including Deltennium Capital, Inc., a
venture capital firm. Prior to forming Deltennium, Mr. Czarnecki had a broad
career as a corporate executive including serving as Chairman & CEO of Honfed
Bank, a multi-billion dollar bank; President of UNC Inc., a manufacturing and
services company in the aviation industry; and Senior Vice President of Human
Resources and Administration of IBM, the world's largest computer company. Mr.
Czarnecki is a frequent speaker and seminar leader on a broad range of corporate
governance and leadership issues and serves on a number of corporate boards. He
has served as a member of the Board of Directors and Chairman of the Audit
Committee of State Farm Insurance Companies since 1998; and serves as a member
of the Board of Directors and member of the Audit Committee of ATM National,
Inc.; and serves as Chairman of the Board of In Practice, Inc. He is a member of
the Board of Directors of the National Association of Corporate Directors,
National Capital Area Chapter; Vice Chairman of the Board of Trustees of
National University, Chairman of the Investment Committee and Member of the
Executive Committee, Chairman of the Compensation Committee and member of the
Board of Directors of Junior Achievement Worldwide, Inc.

DAVID W. WRIGHT joined the Board on June 3, 2003. He has served since 1997 as
the President of the general partner of Henry Partners, L.P. and Matthew
Partners, L.P., two private investment partnerships that invest in securities of
publicly traded companies. Mr. Wright served on the Board of Directors of TAB
Products Co., a document management company formerly listed on the American
Stock Exchange, from September 2001 until the sale of the company in October
2002. Mr. Wright also served as a member of TAB Products' Audit Committee,
Employee Benefits Committee and its Special Committee, which was formed to
oversee the company's sale process.

WALLACE BARNES joined the Board on June 3, 2003. He has served in various
capacities including President, Chief Executive Officer, Chairman of the Board
and Non-Executive Chairman of Barnes Group Inc., a diversified international
manufacturer of precision components and assemblies and distributor of
industrial supplies listed on the NYSE, from 1954 to April 1995. From 1971 to
May 1996, Mr. Barnes served as a director of Aetna Life & Casualty Company, a
predecessor of Aetna Inc., a leading health care provider listed on the NYSE.
From December 1988 to December 1998, he served as a director of Rohr, Inc., an
aerospace supplier listed on the NYSE, prior to its merger with B. F. Goodrich
Company, during which time he also served as Chairman of the Board of that
company beginning in December 1994. From May 1983 to May 1998, he served as a
director of Rogers Corporation, a developer and manufacturer of high-performance
specialty materials for the wireless communications, computers and networking,
imaging, transportation and consumer industries listed on the NYSE. He has also
served as Chairman of the Board of Tradewind Turbines, Inc., an aircraft
maintenance and overhaul company, since December 1993. Mr. Barnes currently
dedicates a majority of his time serving as Chairman of the Connecticut
Employment and Training Commission which is charged with overseeing and
improving the coordination of all education, employment and training programs in
Connecticut. Governor John Rowland appointed Mr. Barnes to this position in
February 1997.

EDGAR J. SMITH, JR. has been a member of the Company's Board of Directors since
December 2002. He was Vice President, General Counsel and Secretary of Witco
Corporation from 1998 until his retirement in 1999. Previously Mr. Smith had
been Vice President, General Counsel and Secretary of General Signal Corporation
(NYSE). Mr. Smith is also a director of Tannehill Industries, Inc., a
manufacturer of coal feeding equipment as well as two not-for-profit
organizations, the Hudson River Museum of Westchester and Pro Arte Singers.

WALTER F. SCHNEIDER has been a member of the Company's Board of Directors since
November 20, 2003 and has served as our President and Chief Executive Officer
since October 10, 2003. Prior to his appointment as President and Chief
Executive Officer, Mr. Schneider was appointed President of Del Medical Systems
Group and Villa Sistemi Medicali S.p.A. in April 2002, and prior to that date,
he was the Senior Vice President of Operations of the Del Medical Systems Group

from October 2000 to April 2002. Prior to his appointment as Senior Vice
President of Operations, he was the Director of National Accounts and Government
Sales for the Medical Systems Group from September 2000 to October 2000. From
1985 to 1999, he was President of the Bennett X-Ray Division of Thermo Electron
Co., a manufacturer of general purpose radiology equipment.

JAMES R. HENDERSON has been a member of the Company's Board of Directors since
November 20, 2003. Mr. Henderson has served as President and Chief Operating
Officer of WebFinancial Corporation ("WebFinancial"), which, through its
operating subsidiaries, operates in niche banking markets, since November 2003
and as Vice President of Operations of WebFinancial since September 2000. He has
also served as a director of the WebBank subsidiary of WebFinancial since March
2002 and a director and Chief Operating Officer of the WebFinancial Holding
Corporation subsidiary of WebFinancial since January 2000. Mr. Henderson has
served as a Vice President of Steel Partners, Ltd. since March 2002. Mr.
Henderson served as a Vice President of Steel Partners Services, Ltd. from
August 1999 through March 2002. He has also served as President of Gateway
Industries, Inc. since December 2001. Mr. Henderson served as a director and
acting Chief Executive Officer of ECC International Corp., a manufacturer and
marketer of computer controlled simulators for training personnel to perform
maintenance and operator procedures on military weapons, from December 1999 and
July 2002, respectively, until September 2003. He has served as a director of SL
Industries, Inc. since January 2002. From January 2001 to August 2001, Mr.
Henderson served as President of MDM Technologies, Inc., a direct mail and
marketing company that was principally controlled by WebFinancial's Chief
Executive Officer and Chairman. From 1996 to July 1999, Mr. Henderson was
employed in various positions with Aydin Corporation which included a tenure as
President and Chief Operating Officer from October 1998 to June 1999. Prior to
his employment with Aydin Corporation, Mr. Henderson was employed as an
executive with UNISYS Corporation, an e-business solutions provider.

MICHAEL J. CHESHIRE has been a member of the Company's Board of Directors since
November 20, 2003. Mr. Cheshire was the Chairman and Chief Executive Officer of
Gerber Scientific, Inc., a leading manufacturer of CAD/CAM systems and supplies
focused on the apparel design and production, sign-making and specialty graphics
and ophthalmic lens productions industries from September 1998 to November 2001
and was its President and COO from February 1997 to August 1998. Prior to
joining Gerber Scientific, Inc., Mr. Cheshire spent 21 years with the General
Signal Corporation (NYSE), a $2 billion manufacturer of, among other products,
power supplies, and was most recently President of their electrical group. Mr.
Cheshire is a director and a member of the Executive and Audit Committees of
WESCO International Inc. (NYSE). Mr. Cheshire has a degree in Applied Physics.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS; IDENTIFICATION OF AUDIT COMMITTEE
FINANCIAL EXPERT

The Board of Directors has a standing Audit Committee, the members of which are
Gerald M. Czarnecki, Edgar J. Smith, Jr. and Michael J. Cheshire. The Board of
Directors has determined that Mr. Czarnecki is an "audit committee financial
expert" as defined in Item 401(h) of Regulation S-K. Although the Company is
currently not listed on any exchange, each of Mr. Czarnecki and the other
members of the Audit Committee is an "independent director" as defined in Rule
4200 of the Marketplace Rules of the National Association of Securities Dealers,
Inc.

CODE OF BUSINESS CONDUCT AND ETHICS.

The Company has adopted a Code of Business Conduct and Ethics that applies to
the Company's Chief Executive Officer and Principal Accounting Officer. The
Company's Code of Business Conduct and Ethics is posted on the Company's
website, WWW.DELGLOBAL.COM.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership on Form 3 and changes in
ownership on Form 4 or Form 5 with the Commission. Such officers, directors and
10% stockholders are also required by Commission rules to furnish the Company
with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes,
during the fiscal year ended July 31, 2004, that there was compliance with all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders.

ADDITIONAL EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS

MARK A KOCH, 46, was appointed Treasurer and Principal Accounting Officer on
August 24, 2004 and was appointed Secretary on September 17, 2004. Prior to his
appointment as Treasurer and Principal Accounting Officer, Mr. Koch served as
our Corporate Controller and Assistant Secretary since February 2003,
responsible for internal and external financial reporting, domestic working
capital management, and treasury functions. From 1998 through 2003, Mr. Koch was
Corporate Controller, Secretary and Treasurer of SEMX Corporation a NASDAQ
listed corporation providing specialty materials and thermal management
solutions to the wireless, internet infrastructure and electronics industries.

THOMAS V. GILBOY, 50, served as our Chief Financial Officer, Treasurer and
Secretary from February 28, 2000 until his resignation on August 23, 2004.

EDWARD FERRIS, 48, has served as our Senior Vice President, Corporate and
Organization Development since July 2002. From 1996 until July 2002 he was
President of Plus Ultra, Inc., consultants in business and organization
strategy; and former consultants to us.

DANIEL J. PISANO, JR., 58, served as the President of Del Power Conversion Group
from July 2001 until his resignation on January 29, 2004.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following Summary Compensation Table sets forth the compensation of
Walter Schneider, our Chief Executive Officer, Samuel E. Park, our former Chief
Executive Officer and our other four most highly compensated executive officers
during our fiscal years ended July 31, 2004, August 2, 2003 and August 3, 2002.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM
-------------------- COMPENSATION
------------

SECURITIES ALL OTHER
OTHER ANNUAL UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) COMPENSATION ($)(2) OPTIONS SATION ($)
--------------------------- ---- ---------- ------------ ------------------- ------- ----------

Walter F. Schneider 2004 $269,365 $ -- $ 10,200 50,000(11) --
President and Chief Executive Officer 2003 203,462 22,773 19,140 36,000(5) --
2002(10) 203,462 88,000 12,253 -- --

Thomas V. Gilboy 2004 206,519 -- -- -- --
Former Chief Financial Officer 2003 205,320 19,172 -- -- --
2002(6) 187,924 80,000 -- 15,000(5) --

Edward Ferris 2004 199,149 -- 53,250(3) -- --
Senior Vice President, 2003 201,156 21,404 54,060 -- --
Corporate and 2002(7) 11,638 6,667 4,505 -- --
Organizational Development

Samuel E. Park 2004(4) 285,297 -- 8,120(2) -- 3,3386(12)
Former Chief Executive Officer 2003 370,092 18,754 81,842 -- --
2002 353,901 $ 50,000 64,425 50,000(5) --

Daniel J. Pisano, Jr. 2004(9) -- -- -- -- --
Former President, Power 2003 228,467 12,000 -- -- --
Conversion Group 2002 227,758 88,000 -- 54,000(5)(8) --

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

(1) The figures reported in the bonus column represent amounts earned and
accrued for each year.

(2) The amounts in this column represent payments on behalf of Messrs.
Schneider, Park and Ferris related to company apartments for their use and use
of a car for Mr. Park. Other than as disclosed herein, the aggregate amount of
any perquisites or other personal benefits for any individual executive officer
was less than $50,000 or 10% of the total annual salary and bonus for such
officer, and is therefore not included in the above table.

(3) With regard to Mr. Ferris, fiscal year 2004 amounts include an
apportionment of reimbursements of part of the calendar year 2004 tax liability
related to the use of the company apartments of $21,300.

(4) Effective October 10, 2003 Mr. Park was replaced by Mr. Schneider as Chief
Executive Officer. Mr. Park was paid through the end of his employment contract
on April 28, 2004.

(5) Includes nonqualified stock options granted on October 17, 2001. Such stock
options become exercisable immediately with an exercise price of $1.80. They are
exercisable through October 16, 2011.

(6) Mr. Gilboy was hired as Chief Financial Officer on February 27, 2001, at an
annual base salary of $180,000. Mr. Gilboy resigned from the Company on August
23, 2004.

(7) Mr. Ferris was hired as Senior Vice President, Corporate and Organizational
Development on July 1, 2002 at an annual base salary of $200,000.

(8) Includes nonqualified stock options granted on August 3, 2001. Such stock
options become exercisable in increments of 25% per year with an exercise price
of $1.15. They are exercisable through August 2, 2011.

(9) Mr. Pisano resigned from the Company on January 29, 2004.

(10) Mr. Schneider was hired on September 18, 2000 and was appointed as
President, Medical Systems Group on April 22, 2002, with an annual base salary
of $220,000. Effective October 10, 2003, Mr. Schneider became President and
Chief Executive Officer.

(11) Consists of nonqualified stock options granted on November 20, 2003. Such
options become exercisable 25% each year with an exercise price of $2.10. They
are exercisable through November 20, 2013.

(12) Consists of premiums on life insurance the Company paid on behalf of Mr.
Park.

The following options were granted in the fiscal year ended July 31, 2004 to the
executive officers named in the Summary Compensation Table in this Amendment to
Annual Report on Form 10-K/A for the fiscal year ended July 31, 2004.

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants Potential Realizable
Value At Assumed
% of Annual Rates of
Total Stock Price
Options/ Appreciation for
Number of SARs Option Term (3)
Securities Granted to Exercise or
Underlying Employees Base Price
Options/SARs in Fiscal Per Share Expiration
Name Granted (#) Year (1) ($/Sh) (2) Date 5% ($) 10% ($)
---- ----------- -------- ---------- ---- ------ -------

Walter. Schneider (4) 50,000 83.3% $ 2.10 11/20/2013 $ 66,034 $167,343
Thomas V. Gilboy --
Edward Ferris --
Samuel E. Park --
Daniel J. Pisano, Jr --

(1) Based on options to purchase an aggregate of 60,000 shares of Common Stock
granted to employees (including employee directors) during the fiscal year ended
July 31, 2004. The foregoing total excludes options granted to non-employee
directors.

(2) The exercise price per share of each option was equal to the quoted fair
market value of the shares of Common Stock on the date of grant.

(3) The potential realizable value is calculated based on the term of the option
at its time of grant. It is calculated by assuming that the stock price on the
date of grant appreciates at the indicated annual rate, compounded annually for
the entire term of the option and that the option is exercised and sold on the
last day of its term for the appreciated stock price. The 5% and 10% rates
represent certain assumed rates of appreciation only, in accordance with the
rules of the Securities and Exchange Commission, and do not reflect the
Company's estimate or projection of future stock price performance. Actual
gains, if any, are dependent on the actual further performance of the shares of
Common Stock, and no gain to the optionee is possible unless the stock price
increases over the option term.

(4) 25% of the shares subject to the option granted vested on the grant date of
November 20, 2003 and the remaining shares vest 25% per year on each anniversary
date of the grant.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Shares Options At Fiscal Year-end At Fiscal Year-end ($)(1)
------ -------------------------- -------------------------
Acquired Value
Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Walter F. Schneider - - 106,000 40,000 $144,600 $ 30,000

Thomas V. Gilboy - - 65,000 -- 111,500 --

Edward Ferris - - 25,000 25,000 12,500 12,500

Samuel E. Park - - 300,000 -- 530,000 --

Daniel J. Pisano, Jr - - 41,500 -- 70,025 --

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

(1) Difference between the fair market value of the underlying Common Stock,
$2.90, and the exercise price for in-the-money options on July 31, 2004.

Board compensation consists generally of the following:

o Each non-employee director will receive an annual retainer of $16,000;

o Each non-employee director will receive an additional fee of $1,000
per each full length Board meeting attended (with lesser compensation
for telephonic meetings, at the discretion of the chair of the Board
or committee, as applicable);

o Each non-employee member of each standing committee will receive a fee
of $500 per each full-length committee meeting attended; and $250 for
shorter duration committee meetings attended;

o Chairs of the Board and the various standing committees, excepting the
Audit Committee, will receive double meeting fees. In lieu of the
foregoing, the Chair of the Audit Committee will receive an additional
$1,000 per Audit Committee meeting;

o In addition to the above meeting fees, the Chairman of the Board
receives $750 per each day other than Board meeting days, where he or
she spends more than half of such day working at the Company
facilities; and

o Each non-employee member of the Board receives a one-time grant of
25,000 options to purchase the Company's Common Stock, with an
exercise price equal to the fair market value on the date of grant.

From August 3, 2003 through July 31, 2004, non-employee directors were paid
quarterly retainers, at a rate of $16,000 per annum for serving on the Board of
Directors. Directors who are also Company employees receive no compensation for
serving as directors.

EMPLOYMENT AGREEMENTS

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS WITH CURRENT EXECUTIVE OFFICERS

On October 28, 2002 we replaced existing agreements with Thomas V. Gilboy,
Walter F. Schneider, Daniel J. Pisano, Jr. and Edward Ferris. We executed change
of control agreements with each of them in the form of change of control
agreement attached as an exhibit to our Annual Report on Form 10-K for the
fiscal year ended August 3, 2002. The following summary of certain provisions of
the change of control agreements does not purport to be complete and is subject
to and qualified in its entirety by reference to the actual text of such
agreements. The terms of the change of control agreements provide that, in the
event of a change in control that results in the termination of the executive's
employment, we are obligated to pay to the executive two (2) times the sum of
(i) the executive's base salary, plus (ii) any bonus payable for the year
immediately preceding the termination (or if no bonus was declared, the target
bonus for the year of the termination), plus (iii) any amount credited to the
executive as deferred compensation for the year immediately preceding the
termination. In addition, in the event of a termination following a change of
control, we are obligated to pay to the executive an amount equal to the
executive's unvested balances in our profit sharing plan and 401(k) plan. These
change of control payments are conditioned upon the execution of a mutual
release of claims, and must be made as soon as practicable (but no more than
five (5) days) following the executive's termination.

Upon a change of control termination, we are obligated to pay to the
executive an amount equal to the executive's unused vacation days and a pro-rata
portion of the executive's accrued but unpaid target bonus for the year in which
the termination occurs. In addition, upon a change of control termination, the
executive may participate in our hospitalization, group health benefit and
disability plans for eighteen (18) months from the date of the termination. If
our plans do not allow such participation, we are obligated to reimburse the
executive for the cost of equivalent coverage.

If the payments to be received by an executive under a change of control
agreement, together with any other perquisites or payments, are subject to
excise taxes, we are obligated to make a gross-up payment equal to the total
amount of all taxes imposed on the change of control payments, including income
and excise taxes imposed on the gross-up payment.

The termination of an executive's employment shall be deemed a change of
control termination if such employment is terminated by us within twenty-four
(24) months after a change of control, or the executive voluntarily terminates
his employment, within twenty-four (24) months of a change of control, due to a
decrease in the executive's salary, bonus or benefits, or if we have
substantially changed the executive's duties, moved his work location by more
than forty (40) miles or our principal business has substantially changed.

The Company amended the change of control agreement with Walter Schneider
on October 10, 2003. This amendment provided that the appointment of Mr.
Schneider as President and Chief Executive Officer of the Company shall not be
deemed a substantial change in Mr. Schneider's duties, functions,
responsibilities or authorities for purposes of his change of control agreement.

On January 9, 2004, the Company entered into a separation agreement and
release (the "Pisano Separation Agreement") with Mr. Pisano, the former
President of the Power Conversion Group of the Company. The Pisano Separation
Agreement provides for a payment of $200,000 by the Company to Mr. Pisano. In
consideration for this payment, the change in control agreement between the
registrant and Mr. Pisano dated October 28, 2002 was terminated and Mr. Pisano
agreed to release and discharge the Company from liabilities associated
therewith.

On September 10, 2004, the Company entered into a separation agreement and
release (the "Gilboy Separation Agreement") with Mr. Gilboy. The Gilboy
Separation Agreement provided for a payment of $140,000 by the Company to Mr.
Gilboy. In consideration for this payment, Mr. Gilboy's change in control
agreement was terminated and Mr. Gilboy agreed to release and discharge the
registrant from liabilities associated therewith.

In the event the change of control provisions under these various
agreements were all triggered (including Mr. Park's, as described below), the
total payments required could be in excess of $3.9 million. We believe these
agreements are important to ensure the continued dedication of our key
employees.

On September 8, 2004, the Company entered into a non-competition agreement
with Mr. Schneider. This agreement provides for a payment of $225,000 by the
Company to Mr. Schneider upon the occurrence of certain events as specified in
the Agreement. In consideration for this payment, Mr. Schneider has agreed to
forego certain rights to compete with the Company.

EMPLOYMENT AGREEMENT AND CHANGE-IN-CONTROL ARRANGEMENTS WITH FORMER CHIEF
EXECUTIVE OFFICER

Mr. Park served as the Company's Chief Executive Officer and President
through October 10, 2003. During the fiscal year ended August 2, 2003, Mr. Park
was employed under an employment agreement effective as of May 1, 2001 (the
"Park Agreement"), which agreement expired on April 30, 2004. Pursuant to the
Park Agreement, Mr. Park served as our President and Chief Executive Officer at
an annual base salary of $350,000, with certain yearly increases based on
increases in the cost of living. In addition, Mr. Park was entitled to receive
an annual performance bonus based upon target goals set by the Board of
Directors.

Mr. Park was also entitled to reimbursement of reasonable expenses and the
use of a corporate apartment through the employment term. In addition, the
Company had maintained a life insurance policy, in an amount equal to three (3)
times Mr. Park's salary, payable, less any amounts paid by our group insurance
plan, to Mr. Park's estate or his designated beneficiaries upon his death. The
Park Agreement also contains confidentiality and non-competition provisions with
a restrictive period of one (1) year following termination of his employment
agreement.

Pursuant to the Park Agreement, if the Company terminates Mr. Park's
employment for cause, as defined in the Park Agreement, or Mr. Park leaves his
employment, the Company is to pay Mr. Park's salary through the end of the month
in which such termination occurs. If the Company terminates Mr. Park's
employment other than for cause, Mr. Park is entitled to receive his salary and
bonus for the remainder of his employment term. In all events of termination,
except by the Company other than for cause, Mr. Park is entitled to receive his
bonus for such year pro-rated for those months during which the Company employed
him. In all events of termination, except by the Company other than for cause,
the Company is obligated to pay Mr. Park all amounts in his deferred
compensation account, plus accrued interest, dividends and gains.

Upon a change of control, as defined in the Park Agreement, (i) all
outstanding unexercised options held by Mr. Park shall immediately vest and
become exercisable and (ii) the Company is obligated to pay Mr. Park an amount
equal to three (3) times his then current salary plus the annual bonus declared
for the immediately preceding year (inclusive of any amounts of deferred
compensation), but in no event shall such payment be in an aggregate amount
greater than the maximum allowed pursuant to Section 280G of the Internal
Revenue Code.

The Board of Directors elected at the Company's annual meeting of
stockholders held on May 29, 2003 has reviewed the "change of control"
provisions regarding payments totaling up to approximately $1,800,000 under the
employment agreement between the Company and Mr. Park. As a result of this
review and based upon, among other things, the advice of special counsel, the
Company's Board of Directors has determined that no obligation to pay these
amounts has been triggered. Prior to his departure from the Company on October
10, 2003, Mr. Park orally informed the Company that, after reviewing the matter
with his counsel, he believes that the obligation to pay these amounts has been
triggered. On October 27, 2003, the Company received a letter from Mr. Park's
counsel demanding payment of certain sums and other consideration pursuant to

the Company's employment agreement with Mr. Park, including these change of
control payments. On November 17, 2003, the Company 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 Park Agreement regarding
reimbursement of legal fees is invalid and unenforceable. Mr. Park answered the
complaint and asserted counterclaims seeking payment from the Company based on
his position that a "change in control" occurred in June 2003. Mr. Park is also
seeking other consideration he believes he is owed under his employment
agreement. The Company filed a reply to Mr. Park's counterclaims denying that he
is entitled to any of these payments. The suit is now in the discovery phase.
The parties are in the process of exchanging documents, and depositions are to
be conducted in November, 2004. If Mr. Park prevails on his claims and the
payments he seeks are required to be paid in a lump sum, these payments may have
a material adverse effect on the Company's liquidity. It is not possible to
predict the outcome of these claims; however, the Company's Board of Directors
does not believe that such a claim is reasonably likely to result in a material
decrease in the Company's liquidity in the foreseeable future.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of David W. Wright as Chairman, Wallace
Barnes and James R. Henderson. None of these individuals was at any time during
the fiscal year ended July 31, 2004 or at any other time one of our officers or
employees.

None of our executive officers serves as a member of the Board of Directors
or the compensation committee of any other entity, which has one or more
executive officers serving as a member of our Board of Directors or Compensation
Committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of July 31, 2004 with respect
to our shares of Common Stock that may be issued under our existing equity
compensation plans:

(a) (c)
Number of (b) Number of
Securities to be Weighted- securities
issued upon average remaining
exercise of exercise price available for
outstanding of outstanding future issuance
options, options, under equity
warrants warrants compensation
Plan Category and rights and rights plans(1)
- ------------- ---------- ---------- --------
EQUITY COMPENSATION PLANS APPROVED BY SECURITY HOLDERS:
Stock Option Plan 2,133,415 $3.15 316,180

EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS:
Warrants issued in connection with the acquisition of Villa(2) 50,000 $7.94 None
Warrants granted for services rendered(3) 15,000 $7.69 None
Warrants issued in settlement of class action lawsuit(4) 1,000,000 $1.50 None

(1) Excludes securities reflected in column (a).

(2) Warrants granted to the former majority shareholder of Villa Sistemi
Medicali S.p.A. ("Villa") in connection with our acquisition of Villa in
December 1999. These warrants expire in December 2005.

(3) Warrants granted to consultants for services rendered in 1999. These
warrants expired in October 2004.

(4) Pursuant to our class action settlement with our shareholders concerning
allegations that the Company had violated federal Securities laws, we issued 2.5
million shares of our common stock and one million warrants to purchase our
common stock at $2.00 per share. The issuance of these securities was pursuant
to a court order issued in connection with the settlement of this class action
lawsuit in January 2002, and therefore was exempt from the registration
requirements of the Securities Act of 1933 pursuant to Section 3(a) (10)
thereof. These warrants were originally set to expire in March 2008.

In a motion filed in February 2004, a plaintiff class claimed damages due to Del
Global's failure to timely complete a registration statement for the shares of
common stock issuable upon exercise of these warrants. The class sought damages
of $1.25 million together with interest and costs, and a declaration that $2
million in subordinated notes issued as part of the 2002 class action settlement
were immediately due and payable. In settlement of this matter, Del Global
modified the exercise, or "strike," price of the warrants issued in 2002 from
$2.00 to $1.50 per share, and extended the expiration date of such warrants by
one year to March 28, 2009.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning beneficial ownership of
Common Stock of the Company outstanding at October 27, 2004 by each person or
entity (including any "Group" as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), known by the
Company to be the beneficial owner of more than five percent of its outstanding
Common Stock. The percentage ownership of each beneficial owner is based upon
10,345,413 shares of Common Stock issued and outstanding as of October 27, 2004,
plus shares issuable upon exercise of options, warrants or convertible
securities (exercisable within 60 days after said date) that are held by such
person or entity, but not those held by any other person or entity. The
information presented in this table is based upon the most recent filings with
the Commission by such persons or upon information otherwise provided by such
persons to the Company. Unless otherwise indicated, the address for each
beneficial holder is One Commerce Park, Valhalla, NY 10595.

Name and address Amount and nature of
of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------- ----------------------- ----------------

Benson Associates LLC 1,159,163(2) 11.2%
111 SW 5th, Suite 2130
Portland, OR 97204

Royce & Associates LLC 790,110(3) 7.65%
1414 Avenue of the Americas
New York, NY 10019

Warren G. Lichtenstein 1,832,162(4) 17.7%
c/o Steel Partners II, L.P.
590 Madison Avenue, 32nd Floor
New York, NY 10022

Wells Fargo & Company 1,320,553(5) 12.8%
420 Montgomery Street
San Francisco, CA 94104

Wellington Management Co. LLP 1,001,835(6) 9.6%
75 State Street
Boston, MA 02109

Samuel P. Sporn 1,166,666(7) 11.3%(7)
c/o Schoengold & Sporn, P.C.
19 Fulton Street, Suite 406
New York, NY 10038

- ----------------------------------
(1) Unless otherwise noted, each beneficial owner has sole voting and
investment power with respect to the shares shown as beneficially owned by him
or it.

(2) According to information contained in a Schedule 13G/A dated March 5, 2003,
Benson Associates, LLC ("Benson"), an investment advisor registered under the
Investment Advisors Act of 1940 ("Investment Act"), is the beneficial owner of
1,159,163 shares of Common Stock. In its role as investment advisor, Benson has
sole power to vote and dispose of the shares of Common Stock but disclaims
beneficial ownership of such shares owned by it in a fiduciary capacity.

(3) According to information contained in Amendment No. 2 to a Schedule 13G
dated January 30, 2004, Royce & Associates, LLC ("Royce"), an investment advisor
registered under the Investment Act, is the beneficial owner of 790,110 shares
of Common Stock. In its role as investment advisor, Royce has sole power to vote
and dispose of the shares of Common Stock owned by Royce.

(4) According to information contained in an amendment to Schedule 13D filed on
a Schedule 13D/A dated October 16, 2003 filed jointly by Steel Partners II,
L.P., a Delaware limited partnership ("Steel Partners"), Warren G. Lichtenstein,
and WebFinancial Corporation, a Delaware corporation ("WebFinancial"),
(collectively, the "Group"), the Group collectively is the beneficial owner of
1,832,162 shares of our Common Stock. Steel Partners, LLC, a Delaware limited
liability company ("Partners LLC") is the general partner of Steel Partners. Mr.
Lichtenstein is the sole executive officer and managing member of Partners LLC.
By virtue of his positions with Steel Partners and Partners LLC, Mr.
Lichtenstein has the sole power to vote and dispose of the 1,803,516 shares of
our Common Stock owned by Steel Partners. WebFinancial has sole power to vote
and dispose of 28,646 shares of our Common Stock. Mr. Lichtenstein is also the
Chief Executive Officer and director of WebFinancial Corporation. Mr.
Lichtenstein disclaims beneficial ownership of the 28,646 shares owned by
WebFinancial.

(5) According to information contained in Amendment No. 2 to a Schedule 13G
dated February 11, 2004, Wells Fargo & Company ("Wells Fargo"), the parent
company of Wells Capital Management Incorporated ("Wells Capital"), an
investment adviser registered under the Investment Act, may be deemed the
beneficial owner of 1,349,549 shares of Common Stock of the Company. Clients of
Wells Capital are the owners of record of the shares held by Wells Capital.
Accordingly, in its role as investment advisor, Wells Capital has sole power to
vote as to 1,316,453 shares of our Common Stock and sole power to dispose of
1,320,553 shares of our Common Stock.

(6) According to information contained in Amendment No. 3 to a Schedule 13G
dated February 13, 2004, Wellington Management Company, LLP ("Wellington"), an
investment advisor registered under the Investment Act, may be deemed the
beneficial owner of 1,001,835 shares of Common Stock of the Company. Clients of
Wellington are the owners of record of the shares held by Wellington.
Accordingly, in its role as investment advisor, Wellington has shared power to
vote as to 579,309 of our Common Stock and shared power to dispose of all
1,001,835 shares of our Common Stock owned by Wellington.

(7) According to public record, as described below, Mr. Sporn beneficially owns
1,166,666 shares. However, the Company believes that Mr. Sporn has sold all or a
significant portion of these shares and has not filed a report of such sale with
the Commission. According to information contained in a Schedule 13D dated
January 21, 2003, Schoengold & Sporn, P.C. ("Schoengold"), a New York
professional corporation, engaged in the practice of law, may be deemed the
beneficial owner of 833,333 shares of Common Stock. Messrs. Samuel P. Sporn,
Joel P. Laitman and Christopher Lometti are attorneys with Schoengold. None of
Messrs. Sporn, Laitman or Lometti beneficially own any shares or have individual
power to vote or dispose or direct the disposition of the shares of our Common
Stock owned by Schoengold. Accordingly, Schoengold has sole power to direct the
vote and sole power to dispose or direct the disposition of the shares of our
Common Stock owned by Schoengold. The beneficial ownership of Schoengold also
includes a warrant to purchase 333,333 shares of our Common Stock.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth information concerning beneficial ownership
of Common Stock of the Company outstanding at October 27, 2004 by (i) each
director; (ii) each executive officer of the Company (as identified in the
Summary Compensation table) and (iii) by all directors and executive officers of
the Company as a group. The percentage ownership of each beneficial owner is
based upon 10,345,413 shares of Common Stock issued and outstanding as of
October 27, 2004, plus shares issuable upon exercise of options, warrants or
convertible securities (exercisable within 60 days after said date) that are
held by such person or entity, but not those held by any other person or entity.
The information presented in this table is based upon the most recent filings
with the Commission by such persons or upon information otherwise provided by
such persons to the Company. Unless otherwise indicated, the address for each
beneficial holder is One Commerce Park, Valhalla, NY 10595.

NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
Samuel E. Park 300,000(2) 2.36%
Thomas V. Gilboy 65,000(2) *
Edward Ferris 37,500(2) *
Daniel J. Pisano, Jr. 41,500(2) *
Walter F. Schneider 146,000(2) *
David W. Wright 517,798(2)(3) 4.4%
Wallace Barnes 22,500(2) *
Edgar J. Smith, Jr. 16,800(2) *
Gerald M. Czarnecki 22,500(2) *
Suzanne M. Hopgood 16,500(2) *
James R. Henderson 12,500(2)(4) *
Michael J. Cheshire 12,500(2) *
All Directors and Named Executive 1,211,098(2) 10.9%
Officers as a group
(12 persons)
- ----------------------------------
*Represents less than 1% of the outstanding shares of our Common Stock.

(1) Unless otherwise noted, each director and executive officer has sole voting
and investment power with respect to the shares shown as beneficially owned by
him.

(2) Includes shares of our Common Stock which may be acquired upon the exercise
of stock options which are presently exercisable or will become exercisable
within 60 days of October 27, 2004 as follows: Samuel E. Park - 300,000, Thomas
V. Gilboy - 65,000, Edward Ferris - 37,500, Daniel J. Pisano, Jr. - 41,500,
Walter F. Schneider - 146,000, David W. Wright - 12,500, Wallace Barnes -
12,500, Edgar J. Smith, Jr. - 12,500, Gerald M. Czarnecki - 12,500, Suzanne M.
Hopgood - 12,500, James R. Henderson - 12,500 and Michael Cheshire - 12,500.

(3) Includes 92,000 shares of our Common Stock and warrants to acquire 52,298
shares of our Common Stock that are presently exerciseable or will become
exerciseable within 60 days of October 27, 2004, all of which are owned directly
by Matthew Partners, L.P. ("Matthew Partners"), and owned indirectly by Mr.
Wright. Mr. Wright is the President and Managing Member of Canine Partners,
L.L.C. ("Canine Partners"), which is the general partner of Henry Investment

Trust, L.P. ("Henry Trust"), which is the general partner of Matthew Partners.
Mr. Wright disclaims beneficial ownership of the securities owned by Matthew
Partners, except to the extent of his pecuniary interest therein. Also includes
353,000 shares owned directly by Henry Partners, L.P. ("Henry Partners"), and
owned indirectly by Mr. Wright. Mr. Wright is the President and Managing Member
of Canine Partners, which is the general partner of Henry Trust which is the
general partner of Henry Partners. Mr. Wright disclaims beneficial ownership of
the securities owned by Henry Partners, except to the extent of his pecuniary
interest therein. Also includes 8,000 shares of which Mr. Wright has direct
beneficial ownership.

(4) Mr. Henderson is a Vice President of Steel Partners, Ltd., an entity of
which Warren G. Lichtenstein is an affiliate by virtue of his ownership of Steel
Partners, Ltd. directly and through Steel Partners II, L.P., and Mr. Henderson
is also the President and Chief Operating Officer of WebFinancial. Mr. Henderson
disclaims beneficial ownership of the 1,832,162 shares of our Common Stock
collectively owned by the Group and the 28,646 shares of our Common Stock owned
by WebFinancial.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective February 3, 2003, Damien Park, the son of Samuel E. Park, a former
Chief Executive Officer of the Company, accepted a full-time position with the
Company as the Director of Corporate Development and Planning. Damien Park
reported to Edward Ferris, and had an annual base salary of $125,000. On
September 30, 2003, Damien Park's employment relationship with the Company was
terminated and he has no continuing consulting relationship with the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES
The aggregate fees billed by Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates (collectively "Deloitte &
Touche") for professional services rendered for (i) the audit of our annual
financial statements set forth in our Annual Report on Form 10-K for the fiscal
year ended July 31, 2004 and (ii) the reviews of the interim financial
statements included in our Quarterly Reports on Form 10-Q for that fiscal year
were $626,603. The aggregate fees billed by Deloitte & Touche for professional
services rendered for (i) the audit of our annual financial statements set forth
in our Annual Report on Form 10-K for the fiscal year ended August 2, 2003, and
(ii) the reviews of the interim financial statements included in our Quarterly
Reports on Form 10-Q for that fiscal year were $635,086.

AUDIT-RELATED FEES
There were no fees billed by Deloitte & Touche for Audit-Related services for
the fiscal year ended July 31, 2004. The aggregate fees billed by Deloitte &
Touche LLP for Audit-Related services for the fiscal year ended August 2, 2003
were $137,000. These fees related to reviews of a preliminary registration
statement on Form S-1 and a subsequent amendment on Form S-1/A.

TAX FEES
The aggregate fees billed by Deloitte & Touche for tax services for the fiscal
year ended July 31, 2004 were $53,141. The aggregate fees billed by Deloitte &
Touche for tax services for the fiscal year ended August 2, 2003 were $60,212.
In both fiscal years, these fees related to tax planning and consulting work.

ALL OTHER FEES
There were no fees for other professional services rendered during the fiscal
years ended July 31, 2004 or August 2, 2003.

The Audit Committee's policy is to pre-approve services to be performed by the
Company's independent public accountants in the categories of audit services,
audit-related services, tax services and other services. Additionally, the Audit
Committee will consider on a case-by-case basis and, if appropriate, approve
specific engagements that are not otherwise pre-approved.

The Audit Committee has approved all fees and advised us that it has determined
that the non-audit services rendered by Deloitte & Touche during our most recent
fiscal year are compatible with maintaining the independence of such auditors.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

PAGE NUMBER
(a) 1. FINANCIAL STATEMENTS
Not Applicable

2. FINANCIAL STATEMENT SCHEDULES
Not applicable

3. EXHIBITS

The following exhibits are filed herewith or incorporated by reference:

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

2.1 Stock Purchase Agreement (related to the acquisition of Villa Sistemi
Medicali S.p.A.) dated as of December 28, 1999. Filed as Exhibit 2.1
to Del Global Technologies Corp. Current Report on Form 8-K dated May
4, 2000 and incorporated herein by reference.

2.2 Asset Purchase Agreement dated as of October 1, 2004 by and between
Spellman High Voltage Electronics Corporation and Del Global
Technologies Corp. Filed as Exhibit 99.01 to Del Global Technologies
Corp. Current Report on Form 8-K filed October 7, 2004 and
incorporated herein by reference.

3.1 Certificate of Incorporation dated October 25, 1954. Filed as Exhibit
to Del Electronics Corp. Registration Statement on Form S-1 (No.
2-16839) and incorporated herein by reference.

3.2 Certificate of Amendment of Certificate of Incorporation dated January
26, 1957. Filed as Exhibit to Del Electronics Corp. Registration
Statement on Form S-1 (No. 2-16839) and incorporated herein by
reference.

3.3 Certificate of Amendment of Certificate of Incorporation dated July
12, 1960. Filed as Exhibit to Del Electronics Corp. Registration
Statement on Form S-1 (No. 2-16839) and incorporated herein by
reference.

3.4 Certificate of Amendment of Certificate of Incorporation dated March
18, 1985. Filed as Exhibit 3.5 to Del Electronics Corp. Form 10-K for
the year ended August 2, 1989 and incorporated herein by reference.

3.5 Certificate of Amendment of Certificate of Incorporation dated January
19, 1989. Filed as Exhibit 4.5 to Del Electronics Corp. Form S-3 (No.
33-30446) filed August 10, 1989 and incorporated herein by reference.

3.6 Certificate of Amendment of the Certificate of Incorporation of Del
Electronics Corp., dated February 5, 1991. Filed with Del Electronics
Corp. Proxy Statement dated January 22, 1991 and incorporated herein
by reference.

3.7 Certificate of Amendment of the Certificate of Incorporation of Del
Electronics Corp. dated February 14, 1996. Filed as Exhibit 3.6 to Del
Global Technologies Corp. Annual Report on Form 10-K for the year
ended August 1, 1998 and incorporated herein by reference.

3.8 Certificate of Amendment of Certificate of Incorporation of Del Global
Technologies Corp. dated February 13, 1997. Filed as Exhibit 3.1 to
Quarterly Report on Form 10-Q for the quarter ended February 1, 1997
and incorporated herein by reference.

3.9 Amended and Restated By-Laws of Del Global Technologies Corp. Filed as
Exhibit 3.1 to Current Report on Form 8-K dated September 5, 2001 and
incorporated herein by reference.

3.10 Amendment No. 1 to the Amended and Restated By-Laws of Del Global
Technologies Corp. dated July 17, 2003. Filed as Exhibit 3.01 to
Current Report on Form 8-K dated July 30, 2003 and incorporated herein
by reference.

4.1 INTENTIONALLY OMITTED.

4.2 INTENTIONALLY OMITTED.

4.8 Warrant Certificate of Laurence Hirschhorn. 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. 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 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 quarterly period ended November 1, 2003 and incorporated herein by
reference.

10.1 INTENTIONALLY OMITTED

10.2 INTENTIONALLY OMITTED.

10.3 INTENTIONALLY OMITTED.

10.4 INTENTIONALLY OMITTED.

10.5 INTENTIONALLY OMITTED.

10.6 INTENTIONALLY OMITTED.

10.7 Lease Agreement dated April 7, 1992 between Messenger Realty and Del
Electronics Corp. Filed as Exhibit 6(a) to Del Electronics Corp.
Quarterly Report on Form 10-Q for the quarter ended May 2, 1992 and
incorporated herein by reference.

10.8 Lease and Guaranty of Lease dated May 25, 1994 between Leshow
Enterprises and Bertan High Voltage Corp. Filed as Exhibit 2.5 to Del
Electronics Corp. Current Report on Form 8-K dated June 10, 1994 and
incorporated herein by reference.

10.9 Lease dated January 4, 1993 between Curto Reynolds Oelerich Inc. and
Del Medical Imaging Corp. (formerly knows as Gendex-Del Medical
Imaging Corp.). Filed as Exhibit 10.21 to the Del Global Technologies
Corp. Registration Statement on Form S-2 (No. 333-2991) dated April
30, 1997 and incorporated herein by reference.

10.10 Loan and Security Agreement dated June 10, 2002, in the principal
amount of $10,000,000, between Del Global Technologies Corp., Bertan
High Voltage Corp., RFI Corporation and Del Medical Imaging Corp.
(Borrowers) and Transamerica Business Capital Corporation. The Company
agrees to furnish supplementally a copy of any omitted exhibits or
schedules to the SEC upon request. Filed as Exhibit 99.01 to Del
Global Technologies Corp. Current Report on Form 8-K filed on November
4, 2002 and incorporated herein by reference.

10.11 Subordinated Promissory Note substantially in the form used for a
total principal amount of $2 million issued in connection with the
settlement of the Class Action Lawsuit on January 29, 2002. Filed as
Exhibit 10.11 to Del Global Technologies Corp. Annual Report on Form
10-K for the year ended August 3, 2002 and incorporated herein by
reference.

10.12 INTENTIONALLY OMITTED.

10.13* Executive Employment Agreement dated May 1, 2001, by and between Del
Global Technologies Corp. and Samuel E. Park. Filed as Exhibit 99.1 to
Del Global Technologies Corp. Current Report on Form 8-K filed on
August 1, 2001 and incorporated herein by reference.

10.14* Change of Control Agreement substantially in the form used by the
Company for the current executive officers as named in Item 11, except
for Samuel E. Park (see Exhibit 10.13). Filed as Exhibit 10.14 to Del
Global Technologies Corp. Annual Report on Form 10-K for the year
ended August 3, 2002 and incorporated herein by reference.

10.15 Extension and Modification Agreement (lease agreement) dated as of
July 30, 2002 between Praedium II Valhalla LLC and Del Global
Technologies Corp. Filed as Exhibit 10.15 to Del Global Technologies
Corp. Annual Report on Form 10-K for the year ended August 3, 2002 and
incorporated herein by reference.

10.16 Grant Decree No. 0213 between the Ministry of Industry, Trade and
Handicrafts and Villa Sistemi Medicali S.p.A. dated September 6, 1995.
Filed as Exhibit 10.16 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended August 3, 2002 and incorporated herein
by reference.

10.17 Financial Property Lease Contract no. 21136 dated March 30, 2000
between ING Lease (Italia) S.p.A. and Villa Sistemi Medicali S.p.A.
Filed as Exhibit 10.17 to Del Global Technologies Corp. Annual Report
on Form 10-K for the year ended August 3, 2002 and incorporated herein
by reference.

10.18 Declaration of Final Obligation between the Ministry of Productive
Industry and Villa Sistemi Medicali S.p.A. dated May 6, 2002. Filed as
Exhibit 10.18 to Del Global Technologies Corp. Annual Report on Form
10-K for the year ended August 3, 2002 and incorporated herein by
reference.

10.19 Private Contract between Banca Mediocredito S.p.A and Villa Sistemi
Medicali S.p.A. dated November 4, 1998 in the principal amount of 3
billion Lire. Filed as Exhibit 10.19 to Del Global Technologies Corp.
Annual Report on Form 10-K for the year ended August 3, 2002 and
incorporated herein by reference.

10.20* Change of Control Agreement as approved by the Board of Directors on
October 24, 2002, substantially in the form used by its current
executive officers (in the case of Walter F. Schneider, as amended
pursuant to Exhibit 10.22 hereof). Filed as Exhibit 10.20 to Del
Global Technologies Corp. Annual Report on Form 10-K for the year
ended August 3, 2002 and incorporated herein by reference.

10.21 Waiver and First Amendment to Loan and Security Agreement dated as of
November 1, 2002 among Del Global Technologies Corp., Bertan High
Voltage Corp., RFI Corporation and Del Medical Imaging Corp.
(Borrowers) and Transamerica Business Capital Corporation. Filed as
Exhibit 99.02 to Del Global Technologies Corp. Current Report on Form
8-K filed on November 4, 2002 and incorporated herein by reference.

10.22 Second Amendment to the Loan and Security Agreement dated December 17,
2002 among Del Global Technologies Corp., Bertan High Voltage Corp.,
RFI Corporation and Del Medical Imaging Corp. (Borrowers) and
Transamerica Business Capital Corporation. Filed as Exhibit 10.1 to
Del Global Technologies Corp. Quarterly Report on Form 10-Q for the
quarter ended November 2, 2002 and incorporated herein by reference.

10.23 Settlement Agreement and Release dated March 10, 2003 by and between
Del Global Technologies Corp. and its affiliates, subsidiaries,
present and former directors, officers, agents, accountants,
attorneys, stockholders, predecessors and the agents and attorneys of
its present and former directors, and Leonard A. Trugman and each of
his heirs, administrators, liquidators, executors, successors, and
assigns. Filed as Exhibit 10.22 to Del Global Technologies Corp.
Quarterly Report on Form 10-Q for the quarter ended February 1, 2003
and incorporated herein by reference.

10.24 Separation Agreement and General Release of Claims dated April 9,
2003, by and between James M. Tiernan and Del Global Technologies
Corp. Filed as Exhibit 99.01 to Del Global Technologies Corp.
Amendment to Current Report on Form 8-K/A filed on April 23, 2003 and
incorporated herein by reference.

10.25 Separation Agreement and General Release of Claims dated April 9,
2003, by and between David Michael, David Michael & Co., P.C. and Del
Global Technologies Corp. Filed as Exhibit 99.02 to Del Global
Technologies Corp. Amendment to Current Report on Form 8-K/A filed on
April 23, 2003 and incorporated herein by reference.

10.26 Form of Indemnification Agreement. Filed as Exhibit 10.22 to Del
Global Technologies Corp. Amendment #1 to Registration Statement on
Form S-1/A, filed on May 1, 2003 and incorporated herein by reference.

10.27 Amendment to Executive Employment Agreement dated May 28, 2003 by and
between Del Global Technologies Corp. and Samuel E. Park. Filed as
Exhibit 10.23 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarterly period ended May 3, 2003 and incorporated
herein by reference.

10.28 Amendment dated October 10, 2003 to Change of Control Agreement for
Walter F. Schneider filed as Exhibit 10.28 to Del Global Technologies
Corp. Annual Report on Form 10-K for the year ended August 2, 2003 and
incorporated herein by reference.

10.29 Waiver and Third Amendment to the Loan and Security Agreement dated as
of October 30, 2003, among Del Global Technologies Corp., Bertan High
Voltage Corp., RFI Corporation and Del Medical Imaging Corp.
(Borrowers) and Transamerica Business Capital Corporation filed as
Exhibit 10.29 to Del Global Technologies Corp. Annual Report on Form
10-K for the year ended August 2, 2003 and incorporated herein by
reference.

10.30 Waiver, Consent and Fourth Amendment to the Loan and Security
Agreement dated as of March 12, 2004, by and among Del Global
Technologies Corp. and General Electric Capital Corporation, as
successor by assignment to Transamerica Business Corporation. Filed as
Exhibit 10.30 to Del Global Technologies Corp. Quarterly Report on
Form 10-Q for the quarterly period ended January 31, 2004 and
incorporated herein by reference.

10.31* Letter Agreement dated as of February 10, 2003 between Mark Koch and
Del Global Technologies Corp. Filed as Exhibit 99.01 to Del Global
Technologies Corp. Current Report on Form 8-K filed August 27, 2004
and incorporated herein by reference.

10.32 Non-Competition Agreement dated as of September 8, 2004 by and between
Del Global Technologies Corp. and Walter F. Schneider. Filed as
Exhibit 99.01 to Del Global Technologies Corp. Current Report on Form
8-K filed September 10, 2004 and incorporated herein by reference.

10.33 Separation Agreement and Release dated as of September 1, 2004 between
Del Global Technologies Corp. and Thomas V. Gilboy. Filed as Exhibit
99.01 to Del Global Technologies Corp. Current Report on Form 8-K
filed September 15, 2004 and incorporated herein by reference.

10.34 Amendment No. 1 dated as of September 15, 2004 to the Letter Agreement
dated February 10, 2003 between Mark Koch and Del Global Technologies
Corp. Filed as Exhibit 99.01 to Del Global Technologies Corp. Current
Report on Form 8-K filed September 20, 2004 and incorporated herein by
reference.

10.35 Loan Agreement dated as of September 23, 2004 between Del Global
Technologies Corp. ("Del Global") and Villa Sistemi Medicali S.p.A., a
subsidiary of Del Global. Filed as Exhibit 99.01 to Del Global
Technologies Corp. Current Report on Form 8-K filed September 28, 2004
and incorporated herein by reference.

10.36 Waiver, Consent and Fifth Amendment to the Loan and Security Agreement
dated as of September 23, 2004, by and among Del Global Technologies
Corp., Bertan High Voltage Corp., RFI Corporation and Del Medical
Imaging Corp. (Borrowers) and General Electric Capital Corporation, as
successor by assignment to Transamerica Business Capital Corporation.
Filed as Exhibit 99.02 to Del Global Technologies Corp. Current Report
on Form 8-K filed September 28, 2004 and incorporated herein by
reference.

10.37 Settlement Agreement dated as of September 30, 2004, by and among the
United States of America, on behalf of the Department of Defense,
acting through the United States Attorney's Office for the Eastern
District of New York, Del Global Technologies Corp. and RFI
Corporation. Current Report on Form 8-K filed October 5, 2004 and
incorporated herein by reference.

10.38 Assignment, Assumption and Amendment of Lease dated as of October 1,
2004 among DP 16, LLC, Del Global Technologies Corp. and Spellman High
Voltage Electronics Corporation. Filed as Exhibit 99.02 to Del Global
Technologies Corp. Current Report on Form 8-K filed October 7, 2004
and incorporated herein by reference.

10.39 First Amendment to Villa Loan Agreement dated October 22, 2004 between
Del Global Technologies Corp and Villa Sistemi Medicali, S.p.A filed
as Exhibit 99.01 to Del Global Technologies Corp . Current Report on
Form 8-K filed October 26, 2004 and incorporated herein by reference.

10.40 Sixth Amendment to the Loan and Security Agreement dated as of October
25, 2004 by and among Del Global Technologies Corp, Bertan High
Voltage Corp, RFI Corporation and Del Medical Imaging Corp (Borrowers)
and General Electric Capital Corporation as successor to Transamerica
Business Capital Corporation filed as Exhibit 99.02 to Del Global
Technologies Corp. Current Report on Form 8-K filed October 26, 2004
and incorporated herein by reference.

14.1 Del Global Technologies Corp. Code of Business Conduct and Ethics
filed as an exhibit to the Del Global Technologies Corp. Definitive
Proxy Statement on Schedule 14A filed on April 29, 2003 and
incorporated herein by reference.

21 Subsidiaries of Del Global Technologies Corp. filed as Exhibit 21 to
Del Global Technologies Corp. Annual Report on Form 10-K for the year
ended August 3, 2002 and incorporated herein by reference.

23.1*** Consent of Deloitte & Touche LLP.

31.1*** Certification of Chief Executive Officer, Walter F. Schneider,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed as
Exhibit 31.1 to Del Global Technologies Corp. Annual Report on Form
10-K for the year ended July 31, 2004 and incorporated herein by
reference.

31.2*** Certification of Principal Accounting Officer, Mark Koch, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed as Exhibit 31.2 to
Del Global Technologies Corp. Annual Report on Form 10-K for the year
ended July 31, 2004 and incorporated herein by reference.

31.3** Certification of Chief Executive Officer, Walter F. Schneider,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4** Certification of Principal Accounting Officer, Mark Koch, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*** Certification of the Chief Executive Officer, Walter F. Schneider,
pursuant to 18 USC. Section 1350 adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 filed as Exhibit 32.1 to Del Global
Technologies Corp. Annual Report on Form 10-K for the year ended July
31, 2004 and incorporated herein by reference.

32.2*** Certification of the Principal Accounting Officer, Mark Koch, pursuant
to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 filed as Exhibit 32.2 to Del Global
Technologies Corp. Annual Report on Form 10-K for the year ended July
31, 2004 and incorporated herein by reference.

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

* Represents a management contract or compensatory plan or arrangement.

** Filed herewith.

*** Included in the Company's Annual Report on Form 10-K for the fiscal year
ended July 31, 2004, which is being amended hereby.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

DEL GLOBAL TECHNOLOGIES CORP.

November 29, 2004 By: /s/ Walter F. Schneider
----------------------------------------
Walter F. Schneider
President and Chief Executive Officer

November 29, 2004 By: /s/ Mark Koch
----------------------------------------
Mark Koch
Principal Accounting Officer

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

/s/ Suzanne M. Hopgood Director - Chairman November 29, 2004
- -------------------------
Suzanne M. Hopgood

/s/ Walter Schneider Director - President and Chief November 29, 2004
- ------------------------- Executive Officer
Walter Schneider

/s/ Wallace Barnes Director November 29, 2004
- -------------------------
Wallace Barnes

/s/ Gerald M. Czarnecki Director November 29, 2004
- -------------------------
Gerald M. Czarnecki

/s/ David W. Wright Director November 29, 2004
- -------------------------
David W. Wright

Director
- -------------------------
Edgar J. Smith, Jr.

/s/ James Henderson Director November 29, 2004
- -------------------------
James Henderson

/s/ Michael Cheshire Director November 29, 2004
- -------------------------
Michael Cheshire

EX-31 2 ex313to10ka105733_07312004.htm EX31.3 sec document

EXHIBIT 31.3

                                 CERTIFICATIONS

I, Walter F. Schneider, certify that:

1. I have  reviewed  this  Amendment  No. 1 to Annual Report on Form 10-K of Del
   Global Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
   material  fact  or omit  to  state a  material  fact  necessary  to make  the
   statements  made, in light of the  circumstances  under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
   information included in this report,  fairly present in all material respects
   the  financial  condition,  results  of  operations  and  cash  flows  of the
   registrant as of, and for, the periods presented in this report;

4. The  registrant's  other  certifying  officer(s)  and I are  responsible  for
   establishing and maintaining  disclosure  controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

(c)  Disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
   our most recent evaluation of internal control over financial  reporting,  to
   the registrant's  auditors and the audit committee of the registrant's  board
   of directors (or persons performing the equivalent functions):

(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

(b)  Any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

                Date: November 29, 2004             /s/ Walter F. Schneider
                                                    --------------------------
                                                    Walter F. Schneider
                                                    Chief Executive Officer

EX-31 3 ex314to10ka105733_07312004.htm EX31.4 sec document

EXHIBIT 31.4
                                 CERTIFICATIONS


I, Mark A. Koch, certify that:

1. I have  reviewed  this  Amendment  No. 1 to Annual Report on Form 10-K of Del
   Global Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
   material  fact  or omit  to  state a  material  fact  necessary  to make  the
   statements  made, in light of the  circumstances  under which such statements
   were made, not misleading with respect to the period covered by this report;

3. Based  on  my  knowledge,  the  financial  statements,  and  other  financial
   information included in this report,  fairly present in all material respects
   the  financial  condition,  results  of  operations  and  cash  flows  of the
   registrant as of, and for, the periods presented in this report;

4. The  registrant's  other  certifying   officer(s)  and  are  responsible  for
   establishing and maintaining  disclosure  controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

(c)  Disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
   our most recent evaluation of internal control over financial  reporting,  to
   the registrant's  auditors and the audit committee of the registrant's  board
   of directors (or persons performing the equivalent functions):

(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

(b)  Any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

             Date: November 29, 2004                /s/ Mark A. Koch
                                                    ---------------------------
                                                    Mark A. Koch
                                                    Principal Accounting Officer

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