-----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, SJNCvJkrFhvw6vz7s9bdo7IOToQxzB70F55pDFppiFof7YhvVzWNQhG6pfjsG31L yPCmpRPWABLnx178fp9dwQ== 0000921895-05-001082.txt : 20050707 0000921895-05-001082.hdr.sgml : 20050707 20050707160249 ACCESSION NUMBER: 0000921895-05-001082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050707 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 05943515 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 8-K 1 form8k05733_07072005.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


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

          Date of Report (Date of earliest event reported) July 7, 2005
                                                           ------------

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

                          DEL GLOBAL TECHNOLOGIES CORP.
                          -----------------------------
               (Exact name of registrant as specified in charter)


              NEW YORK                0-3319                13-1784308
              --------                ------                ----------
    (State or other jurisdiction    (Commission           (IRS Employer
          of incorporation)          File Number)       Identification No.)


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


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

          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On July 7, 2005, the registrant  entered into an amendment  ("Amendment No.
2") to the  registrant's  Amended  and  Restated  Stock  Option  Plan as adopted
effective  January 1, 1994 and as amended and  restated on December 14, 2000 and
amended on July 17, 2003 (the "Stock Option Plan"). A copy of Amendment No. 2 to
the Stock  Option  Plan is  attached  hereto as EXHIBIT  99.01 and  incorporated
herein by  reference.  The  following  summary of  Amendment  No. 2 to the Stock
Option Plan does not purport to be complete  and is subject to and  qualified in
its entirety by reference to the actual text of such amendment. The terms of the
Stock Option Plan were amended to eliminate the provision that provided that any
stock options  expiring within the period during which the  registrant's  shares
are  suspended  from  trading on the NASDAQ  Stock  Market shall be subject to a
6-month  extension  from  the  earlier  of (i) the  date  trading  resumes  on a
recognized  National  exchange or (ii) the filing of the Company's Form 10-K for
the fiscal year ended July 29,  2000,  Forms 10-Q for the first two  quarters of
fiscal 2001, and any other required filings.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable

     (b)  Pro Forma Financial Information.

          Not Applicable

     (c)  Exhibits.

          99.01     Amendment No. 2 to Del Global Technologies Corp. Amended and
                    Restated Stock Option Plan dated July 7, 2005.





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                           DEL GLOBAL TECHNOLOGIES CORP.
                                                  (Registrant)

Date:  July 7, 2005
                                           By: /s/ Mark Koch
                                               ---------------------------------
                                               Mark Koch
                                               Principal Accounting Officer







                                  EXHIBIT INDEX

Exhibit No.     Description
- -----------     -----------

99.01           Amendment  No. 2 to Del Global  Technologies  Corp.  Amended and
                Restated Stock Option Plan dated July 7, 2005.



EX-99 2 ex9901to8k05733_07072005.htm EX-99.01 sec document
                               AMENDMENT NO. 2 TO
                          DEL GLOBAL TECHNOLOGIES CORP.
                              AMENDED AND RESTATED
                                STOCK OPTION PLAN

                   (AS ADOPTED EFFECTIVE AS OF JANUARY 1, 1994
               AND AS AMENDED DECEMBER 14, 2000 AND JULY 17, 2003)


     AMENDMENT NO. 2, dated July 7, 2005 (the  "Amendment"),  to the Amended and
Restated Stock Option Plan (the "Plan"),  as adopted  effective as of January 1,
1994  and as  amended  December  14,  2000  and July  17,  2003,  by Del  Global
Technologies  Corp., a New York  corporation  (the  "Company").  All capitalized
terms used herein and not defined shall have the meanings ascribed to such terms
in the Plan.

                                    RECITALS

     WHEREAS,  the Board of  Directors  created  the Plan on  January  1,  1994,
amended and  restated the Plan on December 14, 2000 and amended the Plan on July
17, 2003;

     WHEREAS,  Section 8 of the Plan provides  that any stock  options  expiring
within the period during which the Company's  shares are suspended  from trading
on the NASDAQ  Stock  Market  shall be subject to a 6-month  extension  from the
earlier of (i) the date  trading  resumes on a recognized  National  exchange or
(ii) the filing of the  Company's  Form 10-K for the fiscal  year ended July 29,
2000,  Forms  10-Q for the first two  quarters  of  fiscal  2001,  and any other
required filings.

     WHEREAS,  the Company's  Board of Directors deems it advisable to eliminate
this  provision  regarding  the 6-month  extension  of the  expiration  of stock
options;

     WHEREAS,  this amendment has been  unanimously  approved and adopted by the
Company's Board of Directors;

     NOW, THEREFORE, the Plan shall be amended as follows:

     1.  Section 8, titled  "Terms of Options" is hereby  amended to read in its
entirety as follows:

     The term of each ISO  shall be for ten (10)  years  from the date of grant,
     subject to earlier termination as provided in Section 10 hereof and subject
     to the provisions of Section 6 hereof. The term of each NON-QUALIFIED STOCK
     OPTION,  subject to earlier  termination  as provided in Section 10 hereof,
     shall be as  determined  by the  Committee at the time of grant,  but in no
     case shall the term of such NON-QUALIFIED STOCK OPTION be for more than ten
     (10)  years  from  the  date of  grant.  Any  provision  of the PLAN to the
     contrary  notwithstanding,  no  OPTION  shall be  exercised  after the time
     limitations stated in this Section 8.


     IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 as of
the date first above written.

                                         DEL GLOBAL TECHNOLOGIES CORP.


                                         By:    /s/ Mark Koch
                                              ----------------------------------
                                         Name:  Mark Koch
                                         Title: Principal Accounting Officer

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