-----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, ULY98/SNlJY8JiR3QmBHmlggma1Wq49+OreNZfSt2mHKQz6grmXm9VoJX4BD6Xnj lw2HkJdWIhIvyYqqrl0uDg== 0000921895-06-002453.txt : 20061122 0000921895-06-002453.hdr.sgml : 20061122 20061122114940 ACCESSION NUMBER: 0000921895-06-002453 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061117 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061122 DATE AS OF CHANGE: 20061122 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: 061235152 BUSINESS ADDRESS: STREET 1: 11550 WEST KING STREET CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 847 2887000 MAIL ADDRESS: STREET 1: 11550 WEST KING STREET CITY: FRANKLIN PARK STATE: IL ZIP: 60131 FORMER COMPANY: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k05733_11172006.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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) November 17, 2006
                                                        -----------------

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

                          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.)

11550 West King Street, Franklin Park, IL                                60131
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

        Registrant's telephone number, including area code (847) 288-7000
                                                            --------------


- --------------------------------------------------------------------------------
          (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 3.03   MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.

      The disclosure included under Item 5.03 of this Current Report on Form 8-K
is incorporated by reference into this Item 3.03.

ITEM 5.03   AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
            YEAR.

      At a special meeting of shareholders of Del Global Technologies Corp. (the
"Corporation") held on November 17, 2006, following appropriate authorization by
the Corporation's board of directors at a meeting held on September 25, 2006,
the Corporation's shareholders approved an Amendment of the Certificate of
Incorporation of the Corporation (the "Amendment") to increase the number of
authorized shares of the Corporation's common stock, par value $.10 per share,
from twenty million (20,000,000) shares to fifty million (50,000,000) shares.
The Amendment became effective on November 20, 2006, when, pursuant to section
805 of the Business Corporation Law of the State of New York, a Certificate of
Amendment of the Certificate of Incorporation of the Corporation, in the
appropriate form, was signed and delivered to the Department of State of the
State of New York.

      The authorization to issue additional shares of common stock does not, in
itself, affect the rights of shareholders. However, the issuance of additional
shares of common stock may, among other things, have a dilutive effect on the
voting power, earnings per share and equity of present holders of the
Corporation's common stock. The actual effect of such an issuance on present
holders of the Corporation's common stock cannot be ascertained until such an
issuance occurs.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

      (d)   EXHIBITS

            Exhibit No.       Exhibits
            -----------       --------

            3.1               Certificate of Amendment of the Certificate of
                              Incorporation of Del Global Technologies Corp.




                                   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: November 22, 2006              By: /s/ Mark A. Zorko
                                         ---------------------------------------
                                         Mark A. Zorko
                                         Secretary




                                  EXHIBIT INDEX

            Exhibit No.       Exhibits
            -----------       --------

            3.1               Certificate of Amendment of the Certificate of
                              Incorporation of Del Global Technologies Corp.




EX-3.1 2 ex31to8k05733_11172006.htm sec document

                                                                     Exhibit 3.1


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                          DEL GLOBAL TECHNOLOGIES CORP.

                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

      DEL GLOBAL TECHNOLOGIES CORP. (the "Corporation"), a corporation organized
and existing under and by virtue of the Business Corporation Law of the State of
New York, does hereby certify as follows:

      1.    The name of the  corporation  is Del Global  Technologies  Corp. The
name under which the corporation was formed is Del Electronics Corp.

      2.    The certificate of incorporation of the Corporation was filed by the
Department of State on October 26, 1954.

      3.    The amendment of the certificate of  incorporation  effected by this
certificate of amendment is as follows:

            To increase the number of authorized  shares of common  stock,  $.10
            par value, from twenty million  (20,000,000) shares to fifty million
            (50,000,000) shares, $.10 par value.

      4.    To accomplish  the  foregoing  amendment,  paragraph  "Third" of the
certificate  of  incorporation  of the  Corporation is hereby amended to read as
follows:

            "THIRD:  the aggregate number of shares which the Corporation  shall
            have  authority  to issue is Fifty  Million  (50,000,000)  shares of
            common stock, $.10 par value."

      5.    The amendment of the certificate of incorporation of the Corporation
effected by this certificate, in accordance with the provisions of Sections 801,
803 and 805 of the Business  Corporation  Law of the State of New York, was duly
authorized  by vote of the Board of  Directors of the  Corporation  at a meeting
held on September  25, 2006,  followed by vote of a majority of all  outstanding
shares  entitled  to vote  thereon  which  were  cast at a  special  meeting  of
shareholders held on November 17, 2006.


                            [SIGNATURE PAGE FOLLOWS]




      IN WITNESS WHEREOF, we have hereunto signed this certificate this 17th day
of November,  2006, and affirmed that the statements  made herein are true under
penalties of perjury.

                                             DEL GLOBAL TECHNOLOGIES CORP.

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

                                             By: /s/ Mark A. Zorko
                                                 -------------------------------
                                                 Mark A. Zorko
                                                 Secretary


 SIGNATURE PAGE TO THE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION


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