sec document

DEF 14A 1 def14a05733_10192006.htm sec document

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

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material pursuant to ss. 240.14a-12

DEL GLOBAL TECHNOLOGIES CORP.
-----------------------------
(Name of Registrant as Specified in Its Charter)

-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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|_| Fee paid previously with preliminary materials:

|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

-2-

Del
Global
[GRAPHIC OMITTED] Technologies
Corp.

DEL GLOBAL TECHNOLOGIES CORP.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 17, 2006

To the Stockholders:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Special Meeting") of DEL GLOBAL TECHNOLOGIES CORP., a New York corporation (the
"Company"), will be held at the principal executive offices of the Company,
11550 West King Street, Franklin Park, Illinois 60131 on Friday, November 17,
2006 at 2:00 p.m., central time, or at any adjournment or postponement thereof,
for the following purposes:

1. To adopt an amendment to the Company's Certificate of
Incorporation, as amended, to increase the aggregate number
of shares of common stock authorized to be issued by the
Company from 20,000,000 to 50,000,000; and

2. To transact such other business as may properly be brought
before the Special Meeting or any adjournment or
postponement thereof.

These proposals are more fully described in the proxy statement accompanying
this notice. The Company's Board recommends that you vote FOR the proposal. The
Special Meeting may be postponed or canceled by action of the Board upon public
notice given prior to the time previously scheduled for the Special Meeting or
adjourned by action of the chairman of the Special Meeting. Only stockholders of
record at the close of business on October 12, 2006 are entitled to vote at the
Special Meeting.

All stockholders are cordially invited to attend the Special Meeting in person.
However, to ensure your representation at the Special Meeting, you are urged to
mark, sign, date and return the enclosed proxy card as promptly as possible in
the postage-prepaid envelope enclosed. Any stockholder attending the Special
Meeting may vote in person even if such stockholder has returned a proxy, as
long as the shares are held in the stockholder's name or the brokerage firm,
bank or other holder of record acting as the stockholder's nominee confirms the
stockholder's ownership in writing. A list of stockholders entitled to vote at
the Special Meeting will be available for inspection at our offices. If you have
any further questions concerning the Special Meeting or any of the proposals,
please contact James A. Risher at (847) 288-7000.

By Order of the Board of Directors

/s/ James A. Risher
-------------------------------------
James A. Risher
Chief Executive Officer and President

Franklin Park, Illinois
Dated: October 19, 2006

DEL GLOBAL TECHNOLOGIES CORP.
1150 WEST KING STREET
FRANKLIN PARK, IL 60131
----------------

PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOVEMBER 17, 2006
----------------

INTRODUCTION

This Proxy Statement is being furnished to stockholders by the Board of
Directors of DEL GLOBAL TECHNOLOGIES CORP., a New York corporation (the
"Company"), in connection with the solicitation of the proxies in the
accompanying form by the Board of Directors for use at the Special Meeting of
Stockholders of the Company (the "Special Meeting") to be held at the principal
executive offices of the Company, 11550 West King Street, Franklin Park,
Illinois 60131 on Friday, November 17, 2006 at 2:00 p.m., central time, or at
any adjournment or postponement thereof.

The date of this Proxy Statement is October 19, 2006, the approximate date
on which this Proxy Statement and the accompanying form of proxy were first sent
or given to stockholders.

GENERAL INFORMATION

PLACE AND TIME. The Special Meeting will be held at the principal
executive offices of the Company, 11550 West King Street, Franklin Park,
Illinois 60131 on Friday, November 17, 2006 at 2:00 p.m., central time.

RECORD DATE AND VOTING. The Board of Directors fixed the close of business
on Thursday, October 12, 2006, as the record date (the "Record Date") for the
determination of holders of outstanding shares of the Company entitled to notice
of and to vote on all matters presented at the Special Meeting. Such
stockholders will be entitled to one vote for each share held on each matter
submitted to a vote at the Special Meeting. On the Record Date, there were
11,660,524 shares of the Company's Common Stock, $.10 par value per share (the
"Common Stock"), issued and outstanding, each of which is entitled to one vote
on each matter to be voted upon. Stockholders may vote in person or by proxy.

PURPOSES OF THE SPECIAL MEETING. The purpose of the Special Meeting is to
vote upon (i) the approval of an amendment to the Company's certificate of
incorporation, as amended, to increase the aggregate number of shares of Common
Stock authorized to be issued by the Company from 20,000,000 to 50,000,000; and
(ii) such other business as may properly be brought before the Special

Meeting and any adjournment or postponement thereof. The Board of Directors has
unanimously approved the amendment to the Company's certificate of incorporation
to increase the aggregate number of shares of Common Stock authorized to be
issued by the Company and recommends that the stockholders vote "for" the
proposal.

QUORUM. The required quorum for the transaction of business at the Special
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. Shares that are voted
"FOR," "AGAINST" or "WITHHELD FROM" a matter are treated as being present at the
Special Meeting for purposes of establishing a quorum and are also treated as
shares entitled to vote at the Special Meeting (the "Votes Cast") with respect
to such matter.

BENEFICIAL OWNERS. If on October 12, 2006 your shares were held in an
account at a brokerage firm or at a bank or other nominee holder, you are
considered the beneficial owner of shares held "in street name," and these proxy
materials are being forwarded to you by your broker or nominee who is considered
the stockholder of record for purposes of voting at the Special Meeting. As the
beneficial owner, you have the right to direct your broker on how to vote your
shares and to attend the Special Meeting. However, since you are not the
stockholder of record, you may not vote these shares in person at the Special
Meeting unless you receive a valid proxy from your brokerage firm, bank or other
nominee holder. To obtain a valid proxy, you must make a special request of your
brokerage firm, bank or other nominee holder. If you do not make this request,
you can still vote by using the voting instruction card enclosed with this proxy
statement; however, you will not be able to vote in person at the Special
Meeting.

ABSTENTIONS AND BROKER NON-VOTES. If your shares are held in "street
name," your brokerage firm, under certain circumstances, may vote your shares if
you do not sign and return your proxy card. Brokerage firms have authority under
the rules of the New York Stock Exchange to vote customers' un-voted shares on
certain "routine" matters. The proposal to approve the increase in authorized
shares is NOT a routine matter. If you do not give a proxy to vote your shares,
then the brokerage firm which holds your shares must leave those shares
un-voted. Such shares are referred to as broker "non-votes." Broker "non-votes"
and the shares of Common Stock as to which a stockholder abstains are included
for purposes of determining whether a quorum of shares of Common Stock is
present at a meeting. However, because the proposal requires the affirmative
vote of a majority of the total outstanding shares of Common Stock entitled to
vote at the Special Meeting for approval, any abstentions and broker "non-votes"
will have the same legal effect as a vote against the proposal.

VOTING OF PROXIES. The Board of Directors of the Company is asking for
your proxy. Giving the Board of Directors your proxy means you authorize it to
vote your shares at the Special Meeting in the manner you direct. You may vote
for or against the proposal or abstain from voting. All valid proxies received
prior to the Special Meeting will be voted. All shares represented by a proxy
will be voted, and where a stockholder specifies by means of the proxy a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made. If no choice is indicated on the
proxy, the shares will be voted FOR the proposal to amend the Company's
certificate of incorporation to increase the aggregate number of shares of
Common Stock authorized to be issued by the Company from 20,000,000 to

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50,000,000 and as the proxy holders may determine in their discretion with
respect to any other matters that properly come before the Special Meeting. A
stockholder giving a proxy has the power to revoke his or her proxy, at any time
prior to the time it is voted, by delivering to the Secretary of the Company a
written instrument that revokes the proxy or a validly executed proxy with a
later date, or by attending the Special Meeting and voting in person. As of the
Record Date, there were 11,660,524 shares of the Company's Common Stock issued
and outstanding. The form of proxy accompanying this Proxy Statement confers
discretionary authority upon the named proxyholders with respect to amendments
or variations to the matters identified in the accompanying Notice of Special
Meeting and with respect to any other matters which may properly come before the
Special Meeting. As of the date of this Proxy Statement, management of the
Company knows of no such amendment or variation or of any matters expected to
come before the Special Meeting which are not referred to in the accompanying
Notice of Special Meeting.

ATTENDANCE AT THE SPECIAL MEETING. Only holders of Common Stock, their
proxy holders and the Company's invited guests may attend the Special Meeting.
If you wish to attend the Special Meeting in person but you hold your shares
through someone else, such as a stockbroker, you must bring proof of your
ownership and identification with a photo at the Special Meeting. For example,
you could bring an account statement showing that you beneficially owned shares
of Common Stock of the Company as of the Record Date as acceptable proof of
ownership.

COSTS OF SOLICITATION. The Company will bear the cost of printing and
mailing proxy materials, including the reasonable expenses of brokerage firms
and others for forwarding the proxy materials to beneficial owners of Common
Stock. In addition to solicitation by mail, solicitation may be made by certain
directors, officers and employees of the Company, or firms specializing in
solicitation; and may be made in person or by telephone or telegraph. No
additional compensation will be paid to any director, officer or employee of the
Company for such solicitation.

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PROPOSAL I

GENERAL

PROPOSAL 1: PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE FROM 20,000,000 SHARES TO 50,000,000 SHARES THE AGGREGATE NUMBER OF
SHARES OF COMMON STOCK AUTHORIZED TO BE ISSUED BY THE COMPANY

In September 2006, the Board of Directors determined that it is in the
best interests of the Company and its stockholders to amend the Company's
certificate of incorporation to increase the number of shares of Common Stock
that the Company is authorized to issue to 50,000,000 shares of Common Stock.
Accordingly, the Board has unanimously approved a certificate of amendment to
the certificate of incorporation of the Company and hereby solicits the approval
of the Company's stockholders to such proposed certificate of amendment. If the
stockholders approve the proposed certificate of amendment, the Board currently
intends to file the certificate of amendment with the Secretary of State of the
State of New York as soon as practicable following such stockholder approval.
The additional shares of Common Stock to be authorized by adoption of the
certificate of amendment would have rights identical to the currently
outstanding shares of Common Stock of the Company. Adoption of the certificate
of amendment would not affect the rights of the holder of currently outstanding
Common Stock of the Company, except to the extent additional shares are actually
issued, which may have certain effects as set forth below.

The Company currently has 20,000,000 authorized shares of Common Stock, of
which 11,660,524 were outstanding as of October 12, 2006. The Company has
reserved up to approximately 3,874,293 shares of Common Stock for issuance in
connection with the Company's Amended and Restated Stock Option Plan, 3,399,291
of which have been granted. In addition, the Company has reserved up to
approximately 940,370 shares of Common Stock for issuance in connection with
warrants to purchase shares of the Company's Common Stock pursuant to a
settlement in January 2002 of a class action lawsuit. Consequently, there are
14,546,892 shares of Common Stock that are either issued or reserved for
issuance, with only 5,453,108 shares of authorized Common Stock available for
future issuance.

The Board of Directors believes that it is prudent to increase the
authorized number of shares of Common Stock to the proposed level in order to
have a sufficient number of shares of Common Stock to provide a reserve of
shares available for issuance to meet business needs as they may arise in the
future. Such business needs may include, without limitation, rights offerings,
financings, acquisitions, establishing strategic relationships with corporate
partners, providing equity incentive to employees, officers or directors, stock
splits or similar transactions.

-4-

The Company currently has no commitments, arrangements, understandings or
agreements, whether oral or written, regarding any issuance of any portion of
the additional authorized shares of Common Stock upon the approval of Proposal
1. The Company's Board of Directors and management have recently had discussions
regarding the need to raise additional capital. Among the options for raising
capital currently under consideration by the Board of Directors is a rights
offering under which all persons who hold shares of Common Stock as of a yet to
be determined record date would receive at no cost rights to purchase shares of
Common Stock at a fixed subscription price and in an amount proportional to
their existing Common Stock ownership interest in the Company. If the Company
determines to proceed with a rights offering, it would only do so with the
understanding that a person or entity 'backstops' the rights offering by
agreeing to purchase all of the shares of Common Stock underlying any
unexercised rights. If the Company determines to proceed with the rights
offering, a registration statement relating to the underlying securities will be
filed with the Securities and Exchange Commission. These securities may not be
sold, nor may offers to buy be accepted, prior to the time the registration
statement becomes effective. This proxy statement shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to their registration or qualification under the securities laws
of any such state.

POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION

If the stockholders approve the certificate of amendment, the Board of
Directors will have the right to authorize the issuance of additional shares of
Common Stock without further vote of the stockholders of the Company, except as
provided under New York corporate law or under the rules of any securities
exchange on which shares of Common Stock of the Company are then listed. Current
holders of Common Stock have no preemptive rights or similar rights, which means
that such holders do not have a prior right to purchase any new issue of Common
Stock of the Company in order to maintain their percentage ownership of the
Company. The issuance of additional shares of Common Stock would decrease the
proportionate equity interests of the Company's current stockholders and,
depending upon the price paid for such additional shares, could result in
dilution to the Company's current stockholders.

Although this proposal to increase the number of shares of Common Stock
has been prompted by business and financial considerations and the Company, and
not by the threat of any hostile takeover attempt (nor is the Board currently
aware of any such attempts directed at the Company), stockholders should be
aware that approval of the amendment could facilitate future efforts by the
Company to deter or prevent changes in control of the Company, including
transactions in which the stockholders might otherwise receive a premium for
their shares over then current market prices. For example, such shares could be
privately placed with purchasers who might align themselves with the Board of
Directors in opposing a hostile takeover bid, or, without further stockholder
approval, the Board could adopt a "poison pill" that would give certain
stockholders the right to acquire additional shares of Common Stock at a low
price, making it prohibitively expensive for the acquiror to take control.

The availability of additional shares of Common Stock is particularly
important in the event that the Board of Directors is presented with an
opportunity, or deems it appropriate to engage in a business transaction on an
expedited basis and therefore needs to avoid the time (and expense) of seeking
stockholder approval in connection with the contemplated action. If the
amendment is approved by the stockholders, the Board of Directors does not
intend to solicit further stockholder approval prior to the issuance of any

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additional shares of Common Stock, except as may be required by applicable law
or rules. The Company reserves the right to seek a further increase in the
authorized number of shares from time to time as considered appropriate by the
Board of Directors.

VOTES REQUIRED TO APPROVE THE AMENDMENT

The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock is required to approve the proposed amendment to the
certificate of incorporation. Therefore, abstentions and broker non-votes will
have the effect of votes against this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION, AND PROXIES SOLICITED BY THE BOARD WILL
BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE IN THE
PROXY.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning beneficial ownership of
Common Stock of the Company outstanding at October 12, 2006 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
11,660,524 shares of Common Stock issued and outstanding as of October 12, 2006,
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 11550 West King Street, Franklin Park, Illinois 60131.

Name and address Amount and nature of
of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------- ----------------------- ----------------
Benson Associates LLC 1,159,163(2) 9.9%
111 SW 5th, Suite 2130
Portland, OR 97204

Royce & Associates LLC 501,810(3) 4.3%
1414 Avenue of the Americas
New York, NY 10019

Warren G. Lichtenstein 1,867,062(4) 16.0%
c/o Steel Partners II, L.P.
590 Madison Avenue
32nd Floor
New York, NY 10022

Wells Fargo & Company 1,494,028(5) 12.8%
420 Montgomery Street
San Francisco, CA 94104

Wellington Management Co. LLP 991,481(6) 8.5%
75 State Street
Boston, MA 02109

Samuel P. Sporn 1,166,666(7) 10.0%(7)
c/o Schoengold & Sporn, P.C.
19 Fulton Street, Suite 406
New York, NY 10038

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----------------------------------
(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. 4 to a Schedule 13G
dated February 9, 2006 Royce & Associates, LLC ("Royce"), an investment advisor
registered under the Investment Act, is the beneficial owner of 501,810 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 a Form 4 dated April 22, 2005, Steel
Partners II, L.P., a Delaware limited partnership ("Steel Partners"), Warren G.
Lichtenstein, and Steel Partners, LLC, a Delaware limited liability corporation
("Partners LLC") collectively is the beneficial owner of 1,838,416 shares of our
Common Stock. 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 1,838,416 shares of
our Common Stock owned by Steel Partners and Partners LLC. 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, Mr. Lichtenstein and
WebFinancial Corporation, a Delaware corporation ("WebFinancial"),
(collectively, the "Group"), 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. 4 on a Schedule 13G
dated January 26, 2006, 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 1,494,028 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 1,372,228 shares of our Common Stock and sole power to dispose of
1,491,655 shares of our Common Stock and shared power to dispose of 2,373 shares
of our Common Stock.

(6) According to information contained in Amendment No. 5 to a Schedule 13G
dated February 14, 2006, Wellington Management Company, LLP ("Wellington"), an
investment advisor registered under the Investment Act, may be deemed the
beneficial owner of 991,481 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 568,955 of our Common Stock and shared power to dispose of all
991,481 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.

-8-

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth information concerning beneficial ownership
of Common Stock of the Company outstanding at October 12, 2006 by (i) each
director; (ii) each executive officer of the Company and (iii) by all directors
and executive officers of the Company as a group. The percentage ownership of
each beneficial owner is based upon 11,660,524 shares of Common Stock issued and
outstanding as of October 12, 2006, 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 11550 West King Street, Franklin Park,
Illinois 60131.

Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------- ----------------------- ----------------
Walter F. Schneider 133,500(2) 1.1%

Mark A Koch 12,500(2) *

Mark A. Zorko 15,000(2) *

Gerald M. Czarnecki 39,100(2) *

James A. Risher 21,250(2) *

James R. Henderson 41,500(2)(3) *

Merrill McPeak 25,375(2) *

Edgar J. Smith, Jr.(4) 29,300(2) *

All Directors and Named Executive Officers 317,525(2) 2.7%
as a group

(8 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 12, 2006 as follows: Mark A. Zorko - 15,000, Walter F.
Schneider - 133,500, Mark A. Koch - 10,000, James A. Risher - 21,250, Edgar J.
Smith, Jr. - 25,000, Gerald M. Czarnecki - 27,500, Merrill A. McPeak - 15,375
and James R. Henderson - 41,500.

(3) 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. (collectively, the
"Group"), and Mr. Henderson is also the President and Chief Operating Officer of
WebFinancial. Mr. Henderson disclaims beneficial ownership of the 1,838,416
shares of our Common Stock collectively owned by the Group and the 28,646 shares
of our Common Stock owned by WebFinancial.

-9-

(4) Mr. Smith, Jr. resigned from the Company's Board of Directors, effective May
3, 2006.

STOCKHOLDER PROPOSALS

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Stockholder proposals that are intended to be presented at the Company's
2007 annual meeting of stockholders must be received by the Company at the
Company's principal executive office located at 11550 West King Street, Franklin
Park, Illinois 60131 no later than January 12, 2007 in order to be included in
the proxy statement for that meeting. Stockholders wishing to nominate directors
or bring a proposal before the 2007 annual meeting of stockholders (but not
include it in the Company's proxy material) must provide written notice of such
nomination or proposal to the attention of the corporate secretary, no later
than February 11, 2007.

DISCRETIONARY VOTING AUTHORITY

On May 21, 1998, the SEC adopted an amendment to Rule 14a-4, as
promulgated under the Exchange Act. The amendment to Rule 14a-4(c)(1) governs
the Company's use of its discretionary proxy voting authority with respect to a
stockholder proposal that is not addressed in the Company's proxy statement.
This amendment provides that if the Company does not receive notice of a
proposal at least 45 days prior to the first anniversary of the date of mailing
of the prior year's proxy statement, then the Company will be permitted to use
its discretionary voting authority when the proposal is raised at the annual
meeting, without any discussion of the matter in the proxy statement. The date
by which such notice must be received by the Company for the 2007 annual meeting
is March 28, 2007. If during the prior year the Company did not hold an annual
meeting, or if the date of the annual meeting has changed more than 30 days from
the prior year, then notice must not have been received a reasonable time before
the Company mails its proxy materials in order for the Company to be allowed to
use its discretionary voting authority when the proposal is raised.

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MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

As of the date of this Proxy Statement, management knows of no matters
other than those set forth herein which will be presented for consideration at
the Special Meeting. If any other matters properly come before the Special
Meeting, or any continuation of the Special Meeting pursuant to adjournment or
postponement thereof, it is the intention of the persons named in the enclosed
form of proxy to vote the shares they represent as the Board may recommend.

BY ORDER OF THE BOARD OF DIRECTORS

James A. Risher
Chief Executive Officer and President

October 19, 2006

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

DEL GLOBAL TECHNOLOGIES CORP.

PROXY -- SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 17, 2006

The undersigned, a stockholder of Del Global Technologies Corp., a New
York corporation (the "Company"), does hereby appoint James A. Risher and Mark
A. Zorko and each of them (with full power to act alone), the true and lawful
attorneys and proxies with full power of substitution, for and in the name,
place and stead of the undersigned, to vote all of the shares of Common Stock of
the Company which the undersigned would be entitled to vote if personally
present at the Special Meeting of Stockholders of the Company to be held at the
offices of Del Global Technologies Corp., 11550 West King Street, Franklin Park,
Illinois 60131 on November 17, 2006 at 2:00 p.m., central time, or at any
adjournment or postponement thereof.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL TO AMEND
THE COMPANY'S CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE
AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED TO BE ISSUED BY THE
COMPANY FROM 20,000,000 SHARES TO 50,000,000 SHARES AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES
RECEIPT OF THE ACCOMPANYING PROXY STATEMENT.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 1

1. FOR [ ] AGAINST [ ] ABSTAIN [ ]

Proposal to amend the Company's certificate of incorporation to
increase from 20,000,000 shares to 50,000,000 shares the aggregate
number of shares of common stock authorized to be issued by the
Company.

2. In their discretion, upon other matters as may properly come before
the meeting or any adjournments or postponements thereof.

The undersigned hereby revokes any proxy or proxies heretofore given,
and ratifies and confirms all action the herein named attorneys and proxies, or
any of them, or their substitutes, may lawfully take or cause to be taken by
virtue hereof.

Dated _______________________, 2006

_____________________________ (L.S.)

Signature(s)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
OR NAMES APPEAR HEREON. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE INDICATE THE
CAPACITY IN WHICH SIGNING. WHEN SIGNING
AS JOINT TENANTS, ALL PARTIES IN THE
JOINT TENANCY MUST SIGN. WHEN A PROXY IS
GIVEN BY A CORPORATION, IT SHOULD BE
SIGNED WITH FULL CORPORATE NAME BY A
DULY AUTHORIZED OFFICER WITH THE
CORPORATE SEAL AFFIXED.

PLEASE MARK, DATE, SIGN AND MAIL THIS
PROXY IN THE ENVELOPE PROVIDED FOR THIS
PURPOSE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.

MARK HERE FOR ADDRESS CHANGE AND NOTE
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