FILED PURSUANT TO RULE 424(B)(3)
                                                  REGISTRATION NOS. 333-139281
                                                                    333-140493

                                   PROSPECTUS

                          DEL GLOBAL TECHNOLOGIES CORP.

                     UP TO 12,027,378 SHARES OF COMMON STOCK

      Del Global Technologies Corp. is distributing at no charge to the holders
of our common stock, par value $0.10 per share, non-transferable subscription
rights to purchase up to an aggregate of 12,027,378 shares of our common stock
at a subscription price of $1.05 per share, for up to an aggregate purchase
price of $12,628,746.90. Each stockholder will receive one subscription right
for each share of our common stock owned on February 5, 2007 and each
subscription right will entitle its holder to purchase one share of our common
stock at the subscription price.

      The purpose of this rights offering is to raise equity capital in a
cost-effective manner that allows all stockholders to participate. The net
proceeds will be used for debt repayment, anticipated working capital needs and
general corporate purposes. We may also use a portion of the net proceeds to
acquire or invest in businesses, products and technologies that we believe are
complementary to our own. However, we have no definitive agreements nor are we
in serious discussions to acquire or invest in any business, product or
technology. See "Use of Proceeds." We expect that the total purchase price of
the shares offered in this rights offering to be $12,628,746.90, assuming full
participation. Our largest stockholder, Steel Partners II, L.P. has indicated to
us that it intends to exercise all of its rights, including oversubscription
rights for the maximum amount of shares it can over-subscribe for without
endangering the availability of the Company's net operating loss carryforwards
under Section 382 of the Internal Revenue Code. We reserve the right to limit
the exercise of rights by certain stockholders in order to protect against an
unexpected "ownership change" for federal income tax purposes. This may affect
our ability to receive gross proceeds of up to $12,628,746.90 in the rights
offering.

      The subscription rights will be distributed and exercisable beginning on
or about February 5, 2007, the record date of this rights offering. The
subscription rights will expire and will have no value if they are not exercised
prior to 5:00 p.m., New York City time, on February 28, 2007, the expected
expiration date of this rights offering. We, in our sole discretion, may extend
the period for exercising the subscription rights. We will extend the duration
of the rights offering as required by applicable law, and may choose to extend
the rights offering if we decide that changes in the market price of our common
stock warrant an extension or if we decide that the degree of participation in
this rights offering by holders of our common stock is less than the level we
desire. You should carefully consider whether or not to exercise your
subscription rights before the expiration date. We reserve the right to cancel
the rights offering at any time before the expiration of the rights offering,
for any reason.

      There is no minimum number of shares that we must sell in order to
complete the rights offering. If you exercise your rights in full, you may also
exercise an over-subscription right to purchase additional shares of common




stock that remain unsubscribed at the expiration of the rights offering, subject
to availability and allocation of shares among persons exercising this
over-subscription right. Stockholders who do not participate in the rights
offering will continue to own the same number of shares, but will own a smaller
percentage of the total shares outstanding to the extent that other stockholders
participate in the rights offering. Rights that are not exercised by the
expiration date will expire and have no value.

      The subscription rights may not be sold or transferred except to
affiliates of the recipient and by operation of law.

      Our common stock is traded in the over-the-counter market and is quoted on
the OTC Bulletin Board under the symbol "DGTC.PK." On February 5, 2007, the
closing bid price of our common stock as reported on the OTC Bulletin Board was
$2.40 per share.

                                              Per Share           Aggregate
                                         ------------------- -------------------
Subscription Price                       $          1.05     $ 12,628,746.90
Estimated Expenses                       $          0.009    $    100,000.00
Net Proceeds to Del Global               $          1.04     $ 12,528,746.90

      Our principal executive office is located at 11550 West King Street,
Franklin Park, Illinois, 60131. Our telephone number at that address is (847)
288-7000. Our website is located at http://www.delglobal.com.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS.  YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 12 OF THIS PROSPECTUS
BEFORE EXERCISING YOUR RIGHTS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Our securities are not being offered in any jurisdiction where the offer is not
permitted under applicable local laws.

               The date of this prospectus is February 7, 2007.




                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

PROSPECTUS SUMMARY............................................................1

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING...............................6

RISK FACTORS.................................................................12

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.........................21

THE RIGHTS OFFERING..........................................................21

USE OF PROCEEDS..............................................................33

CAPITALIZATION...............................................................33

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.......................34

PLAN OF DISTRIBUTION.........................................................36

LEGAL MATTERS................................................................36

EXPERTS......................................................................36

WHERE YOU CAN FIND MORE INFORMATION..........................................37

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................37




                               PROSPECTUS SUMMARY

      This summary highlights and is qualified in its entirety by information
contained elsewhere in this document. You should read this entire document
carefully, including the section entitled "Risk Factors" and our financial
statements and the related notes included elsewhere in this document or
incorporated by reference herein. Unless the context otherwise requires, "Del
Global," the "Company," "we," "our," "us" and similar expressions refer to Del
Global Technologies Corp. and its subsidiaries, and the term "common stock"
means Del Global Technologies Corp.'s common stock, par value $.10 per share.

OUR COMPANY

      Del Global Technologies Corp., a New York corporation (the "Company"), was
incorporated in 1954. We are engaged in developing, manufacturing and marketing
medical imaging equipment and power conversion subsystems and components
worldwide. Our products include stationary and portable medical diagnostic
imaging equipment and electronic systems and components such as electronic
filters, transformers and capacitors.

      Our common stock is traded in the over-the-counter market and is quoted on
the OTC Bulletin Board under the symbol "DGTC.PK."

      We are headquartered in Franklin Park, IL. The mailing address of our
headquarters is 11550 West King Street, Franklin Park, IL 60131 and our
telephone number is (847) 288-7000. Our website is located at
http://www.delglobal.com.

RECENT DEVELOPMENTS

      On November 17, 2006, at a special meeting of stockholders called for such
purpose by the Company, a majority of stockholders approved a proposal to
increase the authorized number of shares of common stock from 20,000,000 to
50,000,000 shares 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.

THE RIGHTS OFFERING

RIGHTS                            We will distribute to each stockholder of
                                  record on February 5, 2007, at no charge, one
                                  non-transferable subscription right for each
                                  share of our common stock then owned. The
                                  rights will be evidenced by non-transferable
                                  rights certificates. If and to the extent that
                                  our stockholders exercise their right to
                                  purchase our common stock we will issue up to
                                  12,027,378 shares and receive gross proceeds
                                  of up to $12,628,746.90 in the rights
                                  offering.

SUBSCRIPTION RIGHTS               Each subscription right will entitle the
                                  holder to purchase one share of our common
                                  stock for $1.05, the subscription price.


                                       1


SUBSCRIPTION PRICE                $1.05 per share.

RECORD DATE                       February 5, 2007.

EXPIRATION DATE                   5:00 p.m., New York City time, on February 28,
                                  2007, subject to extension.

AMENDMENT, EXTENSION AND          We may extend the expiration date at any time
                                  after the record date. We may amend or modify
                                  the terms of the rights offering. We also
                                  reserve the right to terminate the rights
                                  offering at any time prior to the expiration
                                  date for any reason, in which event all funds
                                  received in connection with the rights
                                  offering will be returned without interest or
                                  deduction to those persons who exercised their
                                  subscription rights.

NON-TRANSFERABILITY OF            The subscription rights are not transferable
RIGHTS                            except to affiliates of the recipient and by
                                  operation of law.

PROCEDURE FOR EXERCISING          You may exercise your subscription rights by
SUBSCRIPTION RIGHTS               properly completing and executing your rights
                                  certificate and delivering it, together in
                                  full with the subscription price for each
                                  share of common stock you subscribe for, to
                                  the subscription agent on or prior to the
                                  expiration date. If you use the mail, we
                                  recommend that you use insured, registered
                                  mail, return receipt requested. If you cannot
                                  deliver your rights certificate to the
                                  subscription agent on time, you may follow the
                                  guaranteed delivery procedures described under
                                  "The Rights Offering--Guaranteed Delivery
                                  Procedures" beginning on page 27. If you hold
                                  shares of our common stock through a broker,
                                  custodian bank or other nominee, see "--How
                                  Rights Holders Can Exercise Rights Through
                                  Others" on page 3.

NO REVOCATION OR CHANGE           Once you submit the form of rights certificate
                                  to exercise any subscription rights, you may
                                  not revoke or change your exercise or request
                                  a refund of monies paid. All exercises of
                                  rights are irrevocable, even if you
                                  subsequently learn information about us that
                                  you consider to be unfavorable.

PAYMENT ADJUSTMENTS               If you send a payment that is insufficient to
                                  purchase the number of shares requested, or if
                                  the number of shares requested is not
                                  specified in the rights certificate, the
                                  payment received will be applied to exercise
                                  your subscription rights to the extent of the


                                       2


                                  payment. If the payment exceeds the amount
                                  necessary for the full exercise of your
                                  subscription rights, the excess will be
                                  returned to you as soon as practicable. You
                                  will not receive interest or a deduction on
                                  any payments refunded to you under the rights
                                  offering.

OVER-SUBSCRIPTION RIGHTS          We do not expect all of our stockholders to
                                  exercise all of their basic subscription
                                  rights. If you fully exercise your basic
                                  subscription right, the over-subscription
                                  right of each right entitles you to subscribe
                                  for additional shares of our common stock
                                  unclaimed by other holders of rights in this
                                  offering at the same subscription price per
                                  share. If an insufficient number of shares is
                                  available to fully satisfy all
                                  over-subscription right requests, the
                                  available shares will be distributed
                                  proportionately among rights holders who
                                  exercise their over-subscription right based
                                  on the number of shares each rights holder
                                  subscribed for under the basic subscription
                                  right. The subscription agent will return any
                                  excess payments by mail without interest or
                                  deduction promptly after the expiration of the
                                  subscription period.

LIMITATION ON ABILITY TO          We reserve the right to limit the exercise of
EXERCISE RIGHTS                   rights by certain stockholders in order to
                                  protect against an unexpected "ownership
                                  change" for federal income tax purposes. This
                                  may affect our ability to receive gross
                                  proceeds of up to $12.6 million in the rights
                                  offering. See "The Rights Offering--Protection
                                  Mechanics."


HOW RIGHTS HOLDERS CAN            If you hold our common stock through a broker,
EXERCISE RIGHTS THROUGH           custodian bank or other nominee, we will ask
OTHERS                            your broker, custodian bank or other nominee
                                  to notify you of the rights offering. If you
                                  wish to exercise your rights, you will need to
                                  have your broker, custodian bank or other
                                  nominee act for you. To indicate your
                                  decision, you should complete and return to
                                  your broker, custodian bank or other nominee
                                  the form entitled "Beneficial Owner Election
                                  Form." You should receive this form from your
                                  broker, custodian bank or other nominee with
                                  the other rights offering materials. You
                                  should contact your broker, custodian bank or
                                  other nominee if you believe you are entitled
                                  to participate in the rights offering but you
                                  have not received this form.


                                       3


HOW FOREIGN STOCKHOLDERS          The subscription agent will not mail rights
AND STOCKHOLDERS WITH             certificates to you if you are a stockholder
APO OR FPO ADDRESSES CAN          whose address is outside the United States or
EXERCISE RIGHTS                   if you have an Army Post Office or a Fleet
                                  Post Office address. Instead, we will have the
                                  subscription agent hold the subscription
                                  rights certificates for your account. To
                                  exercise your rights, you must notify the
                                  subscription agent prior to 11:00 a.m., New
                                  York City time, at least three business days
                                  prior to the expiration date, and establish to
                                  the satisfaction of the subscription agent
                                  that it is permitted to exercise your
                                  subscription rights under applicable law. If
                                  you do not follow these procedures by such
                                  time, your rights will expire and will have no
                                  value.

MATERIAL UNITED STATES            A holder should not recognize income or loss
FEDERAL INCOME TAX                for United States Federal income tax purposes
CONSEQUENCES                      in connection with the receipt or exercise of
                                  subscription rights in the rights offering.
                                  For a detailed discussion, see "Material
                                  United States Federal Income Tax
                                  Consequences." You should consult your tax
                                  advisor as to the particular consequences to
                                  you of the rights offering.

ISSUANCE OF OUR COMMON            We will issue certificates representing shares
STOCK                             purchased in the rights offering as soon as
                                  practicable after the expiration date.

NO RECOMMENDATION TO              We are not making any recommendations as to
RIGHTS HOLDERS                    whether or not you should subscribe for shares
                                  of our common stock. You should decide whether
                                  to subscribe for shares based upon your own
                                  assessment of your best interests.

USE OF PROCEEDS                   The proceeds from the rights offering will be
                                  used for debt repayment, anticipated working
                                  capital needs and general corporate purposes.
                                  We may also use a portion of the net proceeds
                                  to acquire or invest in businesses, products
                                  and technologies that we believe are
                                  complementary to our own. However, we have no
                                  definitive agreements nor are we in serious
                                  discussions to acquire or invest in any
                                  business, product or technology. Pending these
                                  uses, the net proceeds will be invested in
                                  investment-grade, interest-bearing securities.

SUBSCRIPTION AGENT                Mellon Investor Services LLC

      For additional information concerning the rights offering, see "The Rights
Offering," beginning on page 21.


                                        4


RISK FACTORS

      Before investing in our common stock, you should carefully read and
consider the information set forth in "Risk Factors" beginning on page 12 and
all other information appearing elsewhere and incorporated by reference in this
prospectus and any accompanying prospectus supplement.

                       SUMMARY CONSOLIDATED FINANCIAL DATA

      The following summary consolidated financial data for the three months
ended October 28, 2006 and October 29, 2005 included herein are derived from our
unaudited consolidated Financial Statements and related notes thereto and the
three fiscal years ended July 29, 2006, July 30, 2005 and July 31, 2004 included
herein are derived from our audited consolidated Financial Statements and
related notes thereto, which are contained in the documents incorporated by
reference into this prospectus. Similarly, the following summary consolidated
financial data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operation," and the audited
consolidated Financial Statements and related notes thereto which are contained
in the documents incorporated by reference into this prospectus. Historical
results are not necessarily indicative of future results.

                                            THREE MONTHS ENDED           FISCAL YEARS ENDED
                                         ------------------------ ---------------------------------
(IN THOUSANDS,                            OCTOBER 28, OCTOBER 29,  JULY 29,    JULY 30,   JULY 31,
EXCEPT SHARE AMOUNTS)                        2006        2005        2006       2005      2004(1)
INCOME STATEMENT                         ------------ ----------- ----------- --------- -----------
DATA:
Net sales ...............................  $ 19,286    $ 16,239    $ 83,014    $ 84,872   $ 83,827
Gross margin ............................     4,011       3,735      19,358      22,281     21,315
Selling, general and
administrative ..........................     3,342       2,999      13,619      16,452     15,907
Research and development ................       430         353       1,562       1,636      1,562
Litigation settlement costs .............         0         500         697         300      3,652
Operating income ........................       239        (117)      3,480       3,893        194
Minority interest .......................         0          (3)        108         393        559
Provision for income taxes ..............       408         172       1,758       2,054      8,691
                                           --------    --------    --------    --------   --------
Income (loss) from continuing
operation ...............................      (487)       (483)        269         193    (10,729)
Discontinued operations .................      --          --          (175)        199     (5,095)
Net income (loss) .......................      (487)       (483)         94         392    (15,824)
                                           ========    ========    ========    ========   ========
Net income (loss) per share -
Basic
  Continuing operations .................  $  (0.04)   $  (0.05)   $   0.02    $   0.02   $  (1.04)
  Discontinued operation ................      --          --         (0.01)       0.02      (0.49)
Net income (loss) per basic share .......  $  (0.04)   $  (0.05)   $   0.01    $   0.04   $  (1.53)
Net income (loss) per share -
Diluted
  Continuing operations .................  $  (0.04)   $  (0.05)   $   0.02    $   0.01   $  (1.04)
  Discontinued operation ................      --          --         (0.01)       0.02      (0.49)
                                           --------    --------    --------    --------   --------
Net income (loss) per
diluted share ...........................  $  (0.04)   $  (0.05)   $   0.01    $   0.03   $  (1.53)
                                           ========    ========    ========    ========   ========
Weighted average shares
outstanding - Basic                          11,646      10,630      11,244      10,490     10,334
Weighted average shares
outstanding - Diluted                        11,646      10,630      12,076      11,465     10,334


                                       5


                                                                  AS OF
                                         ----------------------------------------------------------
                                          OCTOBER 28, OCTOBER 29,  JULY 29,    JULY 30,   JULY 31,
                                             2006        2005        2006       2005        2004
                                         ------------ ----------- ----------- --------- -----------
BALANCE SHEET DATA:
Working capital .........................  $  7,857    $ 11,274    $  6,935    $ 10,122   $  7,764
Total assets ............................    49,887      39,291      49,153      40,776     49,261
Long-term debt and
subordinated note .......................     6,453       7,907       5,133       6,454      7,038
Stockholders' equity ....................    12,248       8,780      12,814       9,228      7,775

(1)   Net loss for the year ended July 30, 2004 includes a $9,794 income tax
      provision related to the establishment of a deferred tax valuation
      allowance. In addition, net loss reflects the accrual of a $3,199 charge
      related to the DOD investigation of our RFI Corporation subsidiary and
      $454 related to a motion filed in February 2004 related to the warrants to
      purchase common stock that were issued in fiscal year 2002.

RECENT DEVELOPMENTS--STOCKHOLDER RIGHTS PLAN

      We recently adopted a stockholder rights plan (the "Rights Plan"). We
adopted the Rights Plan to protect stockholder value by protecting our ability
to realize the benefits of our net operating loss carryforwards ("NOLs") and
capital loss carryforwards. We have experienced substantial operating and
capital losses in previous years. These NOLs and capital loss carryforwards
constitute a substantial asset of the Company. If we experience an "Ownership
Change" as defined in Section 382 of the Internal Revenue Code, our ability to
use the NOLs and capital loss carryforwards could be substantially limited or
lost altogether. For a more complete description of the Rights Plan, please
refer to our Current Report on Form 8-K dated January 18, 2007, which is
incorporated by reference into this prospectus.

                     QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

Q:    WHAT IS A RIGHTS OFFERING?

A:    A rights offering is an opportunity for you to purchase additional shares
      of common stock at a fixed price and in an amount at least proportional to
      your existing interest in the Company, enabling you to maintain or
      possibly increase your current percentage ownership of the Company.

Q:    WHY ARE WE ENGAGING IN A RIGHTS OFFERING AND HOW WILL WE USE THE
      PROCEEDS FROM THE RIGHTS OFFERING?

A:    The purpose of this rights offering is to raise equity capital in a
      cost-effective manner that allows all stockholders to participate. The net
      proceeds will be used for debt repayment, anticipated working capital
      needs and general corporate purposes. We may also use a portion of the net
      proceeds to acquire or invest in businesses, products and technologies
      that we believe are complementary to our own. However, we have no
      definitive agreements nor are we in serious discussions to acquire or
      invest in any business, product or technology. See "Use of Proceeds."


                                       6


Q:    AM I REQUIRED TO SUBSCRIBE IN THE RIGHTS OFFERING?

A:    No.

Q:    WHAT IS THE BASIC SUBSCRIPTION RIGHT?

A:    Each subscription right evidences a right to purchase one share of our
      common stock at a subscription price of $1.05 per share.

Q:    WHAT IS THE OVER-SUBSCRIPTION RIGHT?

A:    We do not expect all of our stockholders to exercise all of their basic
      subscription rights.  The over-subscription right provides stockholders
      that exercise all of their basic subscription rights the opportunity to
      purchase the shares that are not purchased by other stockholders.  If
      you fully exercise your basic subscription right, the over-subscription
      right entitles you to subscribe for additional shares of our common
      stock unclaimed by other holders of rights in this offering at the same
      subscription price per share.  If an insufficient number of shares is
      available to fully satisfy all over-subscription right requests, the
      available shares will be distributed proportionately among rights
      holders who exercise their over-subscription right based on the number
      of shares each rights holder subscribed for under the basic
      subscription right.  The subscription agent will return any excess
      payments by mail without interest or deduction promptly after the
      expiration of the subscription period.

Q:    HOW WAS THE $1.05 PER SHARE SUBSCRIPTION PRICE ESTABLISHED?

A:    A Special Committee of our board of directors determined that the
      subscription price should be designed to, among other things, provide
      an incentive to our current stockholders to exercise their rights.
      Other factors considered in setting the subscription price included the
      amount of proceeds desired, our need for equity capital, alternatives
      available to us for raising equity capital, the historic and current
      market price and liquidity of our common stock, the pricing of similar
      transactions, the historic volatility of the market price of our common
      stock, the historic trading volume of our common stock, our business
      prospects, our recent and anticipated operating results and general
      conditions in the securities market.  The subscription price does not
      necessarily bear any relationship to the book value of our assets, net
      worth, past operations, cash flows, losses, financial condition, or any
      other established criteria for valuing the Company.  You should not
      consider the subscription price as an indication of the value of the
      Company or our common stock.

Q:    WHO WILL RECEIVE SUBSCRIPTION RIGHTS?

A:    Holders of our common stock will receive one non-transferable subscription
      right for each share of common stock owned as of February 5, 2007, the
      record date.


                                       7


Q:    HOW MANY SHARES MAY I PURCHASE IF I EXERCISE MY SUBSCRIPTION RIGHTS?

A:    You will receive one non-transferable subscription right for each share of
      our common stock that you owned on February 5, 2007, the record date. Each
      subscription right evidences a right to purchase one (1) share of our
      common stock at a subscription price of $1.05 per share. You may exercise
      any number of your subscription rights.

Q:    WHAT HAPPENS IF I CHOOSE NOT TO EXERCISE MY SUBSCRIPTION RIGHTS?

A:    If you choose not to exercise your subscription rights you will retain
      your current number of shares of common stock of the Company.  However,
      the percentage of the common stock of the Company that you own will
      decrease and your voting rights and other rights will be diluted if and
      to the extent that other stockholders exercise their subscription
      rights.  Your subscription rights will expire and have no value if they
      are not exercised prior to 5:00 p.m., New York City time, on February
      28, 2007, the expiration date of the rights offering, subject to
      extension.

Q:    DOES THE COMPANY NEED TO ACHIEVE A CERTAIN PARTICIPATION LEVEL IN ORDER
      TO COMPLETE THE RIGHTS OFFERING?

A:    No.  We may choose to consummate, amend, extend or terminate the rights
      offering regardless of the number of shares actually purchased.

Q:    CAN THE COMPANY TERMINATE THE RIGHTS OFFERING?

A:    Yes.  Our board of directors may decide to terminate the rights
      offering at any time prior to the expiration of the rights offering,
      for any reason.  If we cancel the rights offering, any money received
      from subscribing stockholders will be refunded as soon as practicable,
      without interest or a deduction on any payments refunded to you under
      the rights offering.  See "The Rights Offering--Expiration of the Rights
      Offering and Extensions, Amendments and Termination."

Q:    MAY I TRANSFER MY SUBSCRIPTION RIGHTS IF I DO NOT WANT TO PURCHASE ANY
      SHARES?

A:    No.  Should you choose not to exercise your rights, you may not sell,
      give away or otherwise transfer your rights.  However, rights will be
      transferable to affiliates of the recipient and by operation of law,
      for example, upon the death of the recipient.

Q:    WHEN WILL THE RIGHTS OFFERING EXPIRE?

A:    The subscription rights will expire and will have no value, if not
      exercised prior thereto, at 5:00 p.m., New York City time, on February
      28, 2007, unless we decide to extend the rights offering expiration
      date until some later time.  See "The Rights Offering--Expiration of the
      Rights Offering and Extensions, Amendments and Termination."  The
      subscription agent must actually receive all required documents and
      payments before the expiration date.  There is no maximum duration for
      the rights offering.


                                       8


Q:    HOW DO I EXERCISE MY SUBSCRIPTION RIGHTS?

A:    You may exercise your subscription rights by properly completing and
      executing your rights certificate and delivering it, together in full
      with the subscription price for each share of common stock you
      subscribe for, to the subscription agent on or prior to the expiration
      date.  If you use the mail, we recommend that you use insured,
      registered mail, return receipt requested.  If you cannot deliver your
      rights certificate to the subscription agent on time, you may follow
      the guaranteed delivery procedures described under "The Rights
      Offering--Guaranteed Delivery Procedures" beginning on page 27.  If you
      hold shares of our common stock through a broker, custodian bank or
      other nominee, see "The Rights Offering--Beneficial Owners" beginning on
      page 28.

Q:    WHAT SHOULD I DO IF I WANT TO PARTICIPATE IN THE RIGHTS OFFERING BUT MY
      SHARES ARE HELD IN THE NAME OF MY BROKER, CUSTODIAN BANK OR OTHER
      NOMINEE?

A:    If you hold our common stock through a broker, custodian bank or other
      nominee, we will ask your broker, custodian bank or other nominee to
      notify you of the rights offering.  If you wish to exercise your
      rights, you will need to have your broker, custodian bank or other
      nominee act for you.  To indicate your decision, you should complete
      and return to your broker, custodian bank or other nominee the form
      entitled "Beneficial Owner Election Form."  You should receive this
      form from your broker, custodian bank or other nominee with the other
      rights offering materials.  You should contact your broker, custodian
      bank or other nominee if you believe you are entitled to participate in
      the rights offering but you have not received this form.

Q:    WHAT SHOULD I DO IF I WANT TO PARTICIPATE IN THE RIGHTS OFFERING, BUT I AM
      A STOCKHOLDER WITH A FOREIGN ADDRESS OR A STOCKHOLDER WITH AN APO OR FPO
      ADDRESS?

A:    The subscription agent will not mail rights certificates to you if you
      are a stockholder whose address is outside the United States or if you
      have an Army Post Office or a Fleet Post Office address.  To exercise
      your rights, you must notify the subscription agent prior to 11:00
      a.m., New York City time, at least three business days prior to the
      expiration date, and establish to the satisfaction of the subscription
      agent that it is permitted to exercise your subscription rights under
      applicable law.  If you do not follow these procedures by such time,
      your rights will expire and will have no value.

Q:    WILL I BE CHARGED A SALES COMMISSION OR A FEE IF I EXERCISE MY
      SUBSCRIPTION RIGHTS?

A:    We will not charge a brokerage commission or a fee to rights holders for
      exercising their subscription rights. However, if you exercise your
      subscription rights through a broker, dealer or nominee, you will be
      responsible for any fees charged by your broker, dealer or nominee.

Q:    ARE THERE ANY CONDITIONS TO MY RIGHT TO EXERCISE MY SUBSCRIPTION RIGHTS?

A:    Yes.  The rights offering is subject to certain limited conditions.
      Please see "The Rights Offering--Conditions to the Rights Offering."


                                       9


Q:    HAS THE BOARD OF DIRECTORS MADE A RECOMMENDATION REGARDING THE RIGHTS
      OFFERING?

A:    Neither we nor our board of directors is making any recommendation as to
      whether or not you should exercise your subscription rights. You are urged
      to make your decision based on your own assessment of the rights offering,
      after considering all of the information herein, including the "Risk
      Factors" section of this document, and of your best interests.

Q:    MAY STOCKHOLDERS IN ALL STATES PARTICIPATE IN THE RIGHTS OFFERING?

A:    Although we intend to distribute the rights to all stockholders, we
      reserve the right in some states to require stockholders, if they wish
      to participate, to state and agree upon exercise of their respective
      rights that they are acquiring the shares for investment purposes only,
      and that they have no present intention to resell or transfer any
      shares acquired.  Our securities are not being offered in any
      jurisdiction where the offer is not permitted under applicable local
      laws.

Q:    HAVE ANY STOCKHOLDERS INDICATED THEY WILL EXERCISE THEIR RIGHTS?

A:    Yes. Steel Partners II, L.P. ("Steel Partners") has indicated to the
      Company that it intends to exercise all of its rights, but has not made
      any formal commitment to do so. Steel Partners has also indicated its
      intention to over-subscribe for the maximum amount of shares it can
      over-subscribe for without endangering the availability of the Company's
      net operating loss carryforwards under Section 382 of the Internal Revenue
      Code.

Q:    IS EXERCISING MY SUBSCRIPTION RIGHTS RISKY?

A:    The exercise of your subscription rights involves significant risks.
      Exercising your rights means buying additional shares of our common stock
      and should be considered as carefully as you would consider any other
      equity investment. Among other things, you should carefully consider the
      risks described under the heading "Risk Factors," beginning on page 12.

Q:    HOW MANY SHARES WILL BE OUTSTANDING AFTER THE RIGHTS OFFERING?

A:    The number of shares of common stock that will be outstanding after the
      rights offering will depend on the number of shares that are purchased
      in the rights offering.  If we sell all of the shares being offered,
      then we will issue approximately 12,027,378 shares of common stock.  In
      that case, we will have approximately 24,054,756 shares of common stock
      outstanding after the rights offering.  This would represent an
      increase of approximately 100% in the number of outstanding shares of
      common stock.  However, we do not expect that all of subscription
      rights will be exercised.

Q:    WHAT WILL BE THE PROCEEDS OF THE RIGHTS OFFERING?

A:    If we sell all the shares being offered, we will receive gross proceeds
      of approximately $12.6 million.  We are offering shares in the rights
      offering with no minimum purchase requirement.  As a result, there is
      no assurance we will be able to sell all or any of the shares being
      offered, and it is not likely that all of our stockholders will
      participate in the rights offering.  We reserve the right to limit the


                                       10


      exercise of rights by certain stockholders in order to protect against
      an unexpected "ownership change" for federal income tax purposes.  This
      may affect our ability to receive gross proceeds of up to $12.6 million
      in the rights offering.  See "The Rights Offering--Protection Mechanics."

Q:    AFTER I EXERCISE MY RIGHTS, CAN I CHANGE MY MIND AND CANCEL MY PURCHASE?

A:    No.  Once you exercise and send in your subscription rights certificate
      and payment you cannot revoke the exercise of your subscription rights,
      even if you later learn information about the Company that you consider
      to be unfavorable and even if the market price of our common stock
      falls below the $1.05 per share subscription price.  You should not
      exercise your subscription rights unless you are certain that you wish
      to purchase additional shares of our common stock at a price of $1.05
      per share.  See "The Rights Offering--No Revocation or Change."

Q:    WHAT ARE THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF
      EXERCISING MY SUBSCRIPTION RIGHTS?

A:    A holder should not recognize income or loss for United States Federal
      income tax purposes in connection with the receipt or exercise of
      subscription rights in the rights offering. For a detailed discussion, see
      "Material United States Federal Income Tax Consequences." You should
      consult your tax advisor as to the particular consequences to you of the
      rights offering.

Q:    IF THE RIGHTS OFFERING IS NOT COMPLETED, FOR ANY REASON, WILL MY
      SUBSCRIPTION PAYMENT BE REFUNDED TO ME?

A:    Yes.  If the rights offering is not completed, for any reason, any
      money received from subscribing stockholders will be refunded as soon
      as practicable, without interest or deduction.

Q:    IF I EXERCISE MY SUBSCRIPTION RIGHTS, WHEN WILL I RECEIVE SHARES OF
      COMMON STOCK I PURCHASED IN THE RIGHTS OFFERING?

A:    We will deliver certificates representing the shares of our common
      stock purchased in the rights offering as soon as practicable after the
      expiration of the rights offering and after all pro rata allocations
      and adjustments have been completed.  We will not be able to calculate
      the number of shares to be issued to each exercising holder until 5:00
      p.m., New York City time, on the third business day after the
      expiration date of the rights offering, which is the latest time by
      which subscription rights certificates may be delivered to the
      subscription agent under the guaranteed delivery procedures described
      under "The Rights Offering--Guaranteed Delivery Procedures."

Q:    TO WHOM SHOULD I SEND MY FORMS AND PAYMENT?

A:    If your shares are held in the name of a broker, dealer or other nominee,
      then you should send your subscription documents, rights certificate and
      payment to that record holder. If you are the record holder, then you
      should send your subscription documents, rights certificate and payment by


                                       11


      hand delivery, first class mail or courier service to Mellon Investor
      Services LLC, the subscription agent. The address for delivery to the
      subscription agent is as follows:

--------------------------------------------------------------------------------
         BY MAIL:             BY OVERNIGHT COURIER:            BY HAND:
--------------------------------------------------------------------------------
Mellon Investor Services    Mellon Investor Services   Mellon Investor Services
LLC                         LLC                        LLC
Attn: Corporate Actions     Attn: Corporate Actions    Attn: Corporate Actions
Dept.                       Dept.                      Dept.
27th Floor                  27th Floor                 27th Floor
P.O. Box 3301               480 Washington Boulevard   480 Washington Boulevard
South Hackensack, NJ 07606  Jersey City, NJ 07310      Jersey City, NJ 07310
--------------------------------------------------------------------------------

            Calling from inside the U.S. (toll-free): (800) 777-3674
                  Calling from outside the U.S.: (201) 680-6579

           Facsimile for Notice of Guaranteed Delivery: (201) 680-4626
            Confirm receipt of facsimile by telephone: (201) 680-4860

      Your delivery to an address or other than by the methods set forth above
      will not constitute valid delivery.

Q:    WHAT IF I HAVE OTHER QUESTIONS?

A:    If you have other questions about the rights offering, please contact our
      information agent, Mellon Investor Services LLC, by telephone at (800)
      777-3674.

      FOR A MORE COMPLETE DESCRIPTION OF THE RIGHTS OFFERING, SEE "THE RIGHTS
OFFERING" BEGINNING ON PAGE 21.

                                       RISK FACTORS

      You should carefully read and consider the following risk factors together
with all of the other information included in this prospectus in evaluating us
and our common stock and before you decide to exercise your subscription rights
to purchase shares of our common stock. Our business, financial condition and
results of operations could be materially and adversely affected by any of these
risks. The trading price of our common stock could decline, and you may lose all
or part of your investment. The risks described below are not the only ones
facing our company. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.

      This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus. You should carefully consider the following risk factors, other
information included in this prospectus and information contained in our
periodic reports that we will file with the Securities and Exchange Commission.
The material risks and uncertainties described below are related to this
offering. If any of the following risks actually occurs, our business, financial
condition or results of operations could be materially and adversely affected,
and you may lose some or all of your investment.


                                       12


RISKS RELATED TO OUR BUSINESS

OUR WORKING CAPITAL NEEDS ARE FINANCED IN PART BY CREDIT FACILITIES WITH U.S.
BANKS. WE HAVE NEEDED TO OBTAIN WAIVERS FROM OUR U.S. LENDERS FOR COVENANT
VIOLATIONS FOR THE PAST FIVE QUARTERS DUE TO LESS THAN ANTICIPATED OPERATING
RESULTS.

      On October 25, 2006, the Company and its U.S. Lender signed an amendment
to its U.S. revolving credit and term loan credit facility which waived covenant
violations existing as of July 29, 2006 and adjusted the financial covenants for
future periods based on a business plan the Company provided to its lender. On
December 6, 2006, the lender waived an additional covenant violation for the
first quarter of fiscal 2007 and adjusted that covenant level going forward
through the maturity of the credit facility. Should the Company's results be
less than anticipated in the business plan, the Company could have future
covenant violations. If the Company and its lender were unable to cure the
violations by signing a waiver agreement, or through other means, the Company
could be in default under the credit agreement and the bank would have the
ability to stop revolving credit borrowings under the facility and accelerate
the maturity of any outstanding balances of approximately $2.3 million. If
additional sources of debt or equity capital were not available at that point,
such acceleration could have a material adverse impact on the Company's
financial position.

FAILURE BY US TO ADHERE TO OUR ADMINISTRATIVE AGREEMENT WITH THE DEFENSE
LOGISTICS AGENCY COULD RESULT IN OUR DEBARMENT FROM DOING BUSINESS WITH THE
U.S. GOVERNMENT.

      On April 5, 2005, the Company announced that it had reached an
administrative agreement with the U.S. Defense Logistics Agency (the "DLA"), a
component of the U.S. Department of Defense (the "DOD"), which provides that the
Company's RFI subsidiary will not be debarred from doing business with the U.S.
Government entities as long as RFI maintains its compliance program and adheres
to the terms of the administrative agreement. If RFI fails to maintain its
compliance program or RFI or the Company fails to adhere to the terms of the
administrative agreement, the DLA could debar the Company or RFI from doing
business with U.S. Government entities. This agreement relates to the inadequacy
of prior military specification testing, record keeping and general operating
procedures. The Company and its RFI subsidiary are in full compliance with
current DLA requirements.

OUR BUSINESS IS BASED ON TECHNOLOGY THAT IS NOT PROTECTED BY PATENT OR OTHER
RIGHTS.

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


                                       13


WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.

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

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

      Our medical imaging products, with the exception of certain veterinary
lines, are the subject of a high level of regulatory oversight. Any delay in our
obtaining or our inability to obtain any necessary U.S. or foreign regulatory
approvals for new products could harm our business and prospects. There is a
limited risk that any approvals or clearances, once obtained, may be withdrawn
or modified, which could create delays in shipping our product, pending
re-approval. Medical devices cannot be marketed in the U.S. without clearance or
approval by the Food & Drug Administration ("FDA"). Our Medical Systems Group
businesses must be operated in compliance with FDA Good Manufacturing Practices,
which regulate the design, manufacture, packing, storage and installation of
medical devices. Our manufacturing facilities and business practices are subject
to periodic regulatory audits and quality certifications and we do self-audits
to monitor our compliance. In general, corrective actions required as a result
of these audits do not have a significant impact on our manufacturing
operations; however there is a limited risk that delays caused by a potential
response to extensive corrective actions could impact our operations. Virtually
all of our products manufactured or sold overseas are also subject to approval
and regulation by foreign regulatory and safety agencies. If we do not obtain
these approvals, we could be precluded from selling our products or required to
make modifications to our products which could delay bringing our products to
market. Because our product lines are mature, new product changes are in general
relatively minor, and accordingly regulatory approval is more streamlined.

WE MUST RAPIDLY DEVELOP NEW PRODUCTS IN ORDER TO COMPETE EFFECTIVELY.

      Technology in our industry, particularly in the x-ray and medical imaging
businesses, evolves rapidly, and making timely product innovations is essential
to our success in the marketplace. The introduction by our competitors of
products with improved technologies or features may render our existing products
obsolete and unmarketable. If we cannot develop products in a timely manner in
response to industry changes, or if our products do not perform well, our
business and financial condition will be adversely affected. Also, our new
products may contain defects or errors which give rise to product liability
claims against us or cause the products to fail to gain market acceptance.


                                       14


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

A SHORTAGE OF AN ADEQUATE SUPPLY OF RAW MATERIALS COULD INCREASE OUR COSTS AND
CAUSE A DELAY IN OUR ABILITY TO SHIP PRODUCT AND FULFILL ORDERS. A LARGE PORTION
OF OUR MANUFACTURING COSTS CONSIST OF THE COST OF MATERIALS AND AN INCREASE IN
THESES COSTS COULD ADVERSELY IMPACT OUR GROSS MARGINS.

      The Company relies on external sources to supply its raw materials, which
consist primarily of mechanical subassemblies, electronic components, x-ray
tubes and x-ray generators in the Medical Systems Group and electronic
components and subassemblies and metal enclosures for its products in the Power
Conversion Group. The Company's ability to meet future demand and manufacture
its products is dependent on these sources of supply. If disruptions in these
sources of supply cause shortages of raw materials, our ability to ship products
to customers will be impacted. In addition, due to the high material cost
component of our manufactured goods, our gross margins would be adversely
impacted by increases in raw material costs we may be unable to pass along to
our customers due to market conditions.

DUE TO THE SIGNIFICANCE OF OUR INTERNATIONAL OPERATIONS, POLITICAL OR ECONOMIC
CHANGES IN THE VARIOUS COUNTRIES OR REGIONS WE MANUFACTURE IN OR SELL OUR
PRODUCTS TO COULD IMPACT OUR FINANCIAL CONDITION.

      International sales, including products manufactured at our facility in
Milan, Italy, as well as products manufactured in the U.S., comprised 64% and
54% of consolidated revenues for fiscal years 2006 and 2005, respectively. Our
future results could be adversely affected by a variety of international risks,
including unfavorable foreign currency exchange rates; difficulties in managing
and staffing international operations; political or social unrest; economic
instability or natural disasters; environmental or trade protection measures;
changes in governmental or other entities buying patterns and tender order
procedures; changes in other regulatory or certification requirements. In
addition any changes in Italian tax laws including changes in withholding on
dividends from our Italian subsidiary or other restrictions on transfers of
funds to the U.S. could impact our financial condition.

WE MUST CONDUCT OUR BUSINESS OPERATIONS WITHOUT INFRINGING ON THE PROPRIETARY
RIGHTS OF THIRD PARTIES.

      Although we believe our products do not infringe on the intellectual
property rights of others, there can be no assurance that infringement claims
will not be asserted against us in the future or that, if asserted, any


                                       15


infringement claim will be successfully defended. A successful claim, or any
claim, against us could distract our management's attention from other business
concerns and adversely affect our business, financial condition and results of
operations.

POTENTIAL PAYMENTS REQUIRED UNDER A CHANGE OF CONTROL AGREEMENT WITH A FORMER
CEO COULD UNDULY BURDEN OUR COMPANY.

      The Company's employment agreement with Samuel E. Park, a former CEO of
the Company, provides for payments upon certain changes of control. The
Company's Board of Directors elected at the Company's Annual Meeting of
Stockholders held on May 29, 2003, had previously 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 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 believed 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 in control payment was or
is due to Mr. Park, and that an amendment to the employment contract with Mr.
Park regarding advancement and reimbursement of legal fees is invalid and
unenforceable. Mr. Park answered the complaint and asserted counterclaims
seeking payment from 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.
Discovery in this matter was conducted and completed. Following discovery, the
Company and Mr. Park filed motions for summary judgment on the issues related to
change in control and the amendment to the employment agreement, which motions
have been fully submitted to the Court for consideration. To date, no decision
has been issued by the Court on these motions. 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.

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

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


                                       16


WE FACE RISKS ASSOCIATED WITH HANDLING HAZARDOUS MATERIALS AND PRODUCTS.

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

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

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

RISKS RELATED TO OUR COMMON STOCK GENERALLY

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

      Due to our past failure to comply with the United States Securities Laws,
our common stock was suspended from trading on the NASDAQ National Market in
December 2000. Current pricing information on our common stock has been
available in the "pink sheets" published by National Quotation Bureau, LLC. The
"pink sheets" is an over-the-counter market which generally provides
significantly less liquidity than established stock exchanges or NASDAQ, and
quotes for stocks included in the "pink sheets" are not listed in the financial
sections of newspapers. Therefore, prices for securities traded solely in the
"pink sheets" may be difficult to obtain, and stockholders may find it difficult
to resell their shares. In order to be re-listed, we will need to meet certain
listing requirements. There can be no assurance that we will be able to meet
such listing requirements.

WE HAVE A LIMITED TRADING MARKET AND OUR STOCK PRICE MAY BE VOLATILE.

      There is a limited public trading market for our common stock in the "pink
sheets." We cannot assure you that a regular trading market for our common stock
will ever develop or that, if developed, it will be sustained.


                                       17


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

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

      o     changes in government regulations applicable to our business;

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

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

      o     changes in our operating results from quarter to quarter.

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

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

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

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

      As of February 5, 2007, an aggregate of 12,027,378 shares of our common
stock were outstanding. In addition, as of February 5, 2007, there were
outstanding warrants to purchase 573,516 shares of our common stock and options
to purchase 1,930,992 shares of our common stock, 1,527,243 of which were fully
vested. Also, this offering could result in another 12,027,378 shares of our
common stock being outstanding. Sales of large amounts of our common stock in
the market could adversely affect the market price of the common stock and could
impair our future ability to raise capital through offerings of our equity
securities. A large volume of sales by holders exercising the warrants or
options could have a significant adverse impact on the market price of our
common stock.

WE DO NOT INTEND TO PAY DIVIDENDS ON SHARES OF OUR COMMON STOCK IN THE
FORESEEABLE FUTURE.

      We currently expect to retain our future earnings, if any, for use in the
operation and expansion of our business. We do not anticipate paying any cash
dividends on shares of our common stock in the foreseeable future. Our credit
facility with our U.S. lender restricts our ability to pay dividends.


                                       18


COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES.

      Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002, are creating
uncertainty for companies such as ours. We are committed to maintaining high
standards of corporate governance and public disclosure. As a result, we intend
to invest reasonably necessary resources to comply with evolving standards, and
this investment may result in increased general and administrative expenses and
a diversion of management time and attention from revenue-generating activities
to compliance activities, which could harm our business prospects.

RISKS RELATED TO THE RIGHTS OFFERING

THE SUBSCRIPTION PRICE DETERMINED FOR THIS OFFERING IS NOT AN INDICATION OF OUR
VALUE.

      A Special Committee of our board of directors determined that the
subscription price should be designed to, among other things, provide an
incentive to our current stockholders to exercise their rights. Other factors
considered in setting the subscription price included the amount of proceeds
desired, our need for equity capital, alternatives available to us for raising
equity capital, the historic and current market price and liquidity of our
common stock, the pricing of similar transactions, the historic volatility of
the market price of our common stock, the historic trading volume of our common
stock, our business prospects, our recent and anticipated operating results and
general conditions in the securities market. The subscription price does not
necessarily bear any relationship to the book value of our assets, net worth,
past operations, cash flows, losses, financial condition, or any other
established criteria for valuing the Company. You should not consider the
subscription price as an indication of the value of the Company or our common
stock.

THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE.

      We cannot assure you that the market price of our common stock will not
either increase or decline before the subscription rights expire. If you
exercise your subscription rights and the market price of the common stock falls
below the subscription price, then you will have committed to buy shares of
common stock in the rights offering at a price that is higher than the market
price. Moreover, we cannot assure you that you will ever be able to sell shares
of common stock that you purchased in the rights offering at a price equal to or
greater than the subscription price. Until certificates are delivered upon
expiration of the rights offering, you may not be able to sell the shares of our
common stock that you purchase in the rights offering. Certificates representing
shares of our common stock that you purchased will be delivered as soon as
practicable after expiration of the rights offering. We will not pay you
interest on funds delivered to the subscription agent pursuant to the exercise
of rights.

IF YOU DO NOT EXERCISE YOUR SUBSCRIPTION RIGHTS IN FULL, YOUR PERCENTAGE
OWNERSHIP AND VOTING RIGHTS IN US WILL LIKELY EXPERIENCE DILUTION.

      If you choose not to exercise your subscription rights you will retain
your current number of shares of common stock of the Company. However, if you
choose not to exercise your subscription rights, your percentage ownership and
voting rights in us will experience dilution if and to the extent that other


                                       19


stockholders exercise their subscription rights. In that event, the percentage
ownership, voting rights and other rights of all stockholders who do not fully
exercise their subscription rights will be diluted.

YOU MAY NOT REVOKE YOUR SUBSCRIPTION EXERCISE AND COULD BE COMMITTED TO BUYING
SHARES ABOVE THE PREVAILING MARKET PRICE.

      Once you exercise your subscription rights, you may not revoke the
exercise. The public trading market price of our common stock may decline before
the subscription rights expire. If you exercise your subscription rights and,
afterwards, the public trading market price of our common stock falls below the
subscription price, you will have committed to buying shares of common stock at
a price above the market price. Moreover, you may be unable to sell your shares
of our common stock at a price equal to or greater than the price you paid for
such shares.

BECAUSE WE MAY TERMINATE THE OFFERING AT ANY TIME PRIOR TO THE EXPIRATION DATE
OR LIMIT YOUR ABILITY TO EXERCISE RIGHTS UNDER SPECIFIED CIRCUMSTANCES, YOUR
PARTICIPATION IN THE RIGHTS OFFERING IS NOT ASSURED.

      We may terminate the offering at any time prior to the expiration date. If
we decide to terminate the offering, we will not have any obligation with
respect to the subscription rights except to return any money received from
subscribing stockholders as soon as practicable, without interest or deduction.
In addition, we reserve the right to limit the exercise of rights by certain
stockholders in order to protect against an unexpected "ownership change" for
federal income tax purposes.

YOU WILL NEED TO ACT PROMPTLY AND TO CAREFULLY FOLLOW THE SUBSCRIPTION
INSTRUCTIONS, OR YOUR EXERCISE OF RIGHTS MAY BE REJECTED.

      Stockholders who desire to purchase shares in the rights offering must act
promptly to ensure that all required forms and payments are actually received by
the subscription agent prior to 5:00 pm on February 28, 2007, the expiration
date. If you are a beneficial owner of shares, you must act promptly to ensure
that your broker, custodian bank or other nominee acts for you and that all
required forms and payments are actually received by the subscription agent
prior to the expiration date. We shall not be responsible if your broker,
custodian or nominee fails to ensure that all required forms and payments are
actually received by the subscription agent prior to the expiration date. If you
fail to complete and sign the required subscription forms, send an incorrect
payment amount, or otherwise fail to follow the subscription procedures that
apply to your desired transaction the subscription agent may, depending on the
circumstances, reject your subscription or accept it to the extent of the
payment received. Neither we nor our subscription agent undertakes to contact
you concerning, or attempt to correct, an incomplete or incorrect subscription
form or payment. We have the sole discretion to determine whether a subscription
exercise properly follows the subscription procedures.

IF YOU USE A PERSONAL CHECK TO PAY FOR THE SHARES, IT MAY NOT CLEAR IN TIME TO
ENABLE YOU TO PURCHASE SHARES IN THIS RIGHTS OFFERING.

      Any personal check used to pay for shares to be issued in the rights
offering must clear prior to the expiration date, and the clearing process may
require seven or more business days. If you choose to exercise your rights, in


                                       20


whole or in part, and to pay for shares by personal check and your check does
not clear prior to the expiration date of the rights offering, you will not have
satisfied the conditions to exercise your rights and will not receive the shares
you attempted to purchase and your subscription rights will expire and be of no
value. If you choose to pay for shares by personal check, we urge you to make
payment sufficiently in advance of the time the rights offering expires to
ensure that your payment is received and clears prior to the expiration date.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents incorporated by reference in this
prospectus contain certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that reflect our current expectations and projections about
our future results, performance, prospects and opportunities. We have tried to
identify these forward-looking statements by using words such as "may,"
"should," "expect," "hope," "anticipate," "believe," "intend," "plan,"
"estimate" and similar expressions. These forward-looking statements are based
on information currently available to us and are subject to a number of risks,
uncertainties and other factors, including the factors set forth under "Risk
Factors," that could cause our actual results, performance, prospects or
opportunities in 2006 and beyond to differ materially from those expressed in,
or implied by, these forward-looking statements. These factors include, without
limitation, customers' acceptance of our new and existing products, the risk
that we will not be able to compete successfully, our need for additional
financing and the terms and conditions of any financing that is consummated, the
possible volatility of our stock price and the potential fluctuation in our
operating results Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, such statements
involve significant risks and uncertainties and no assurance can be given that
the actual results will be consistent with these forward-looking statements. You
should read carefully the factors described in the "Risk Factors" section of
this prospectus and our recent SEC filings for information regarding risk
factors that could affect our results. Except as otherwise required by Federal
securities laws, we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, changed circumstances or any other reason, after the date of this
prospectus.

                               THE RIGHTS OFFERING

THE SUBSCRIPTION RIGHTS

      BASIC SUBSCRIPTION RIGHTS

      We will distribute to each holder of our common stock who is a record
holder of our common stock on the record date, which is February 5, 2007, at no
charge, one non-transferable subscription right for each share of common stock
owned, a total of 12,027,378 shares. The subscription rights will be evidenced
by non-transferable subscription rights certificates. Each subscription right
will entitle the rights holder to purchase one share of our common stock at a
price of $1.05 per share, the subscription price, upon timely delivery of the
required documents and payment of the subscription price. If rights holders wish
to exercise their subscription rights, they must do so prior to 5:00 p.m., New


                                       21


York City time, on February 28, 2007, the expiration date for the rights
offering, subject to extension. After the expiration date, the subscription
rights will expire and will have no value. See below "--Expiration of the Rights
Offering and Extensions, Amendments and Termination." You are not required to
exercise any or all of your subscription rights. We will deliver to the record
holders who purchase shares in the rights offering certificates representing the
shares purchased as soon as practicable after the rights offering has expired.

      OVER-SUBSCRIPTION RIGHTS

      Subject to the allocation described below, each subscription right also
grants the holder an over-subscription right to purchase additional shares of
our common stock that are not purchased by other rights holders pursuant to
their basic subscription rights. You are entitled to exercise your
over-subscription right only if you exercise your basic subscription right in
full.

      If you wish to exercise your over-subscription right, you should indicate
the number of additional shares that you would like to purchase in the space
provided on your rights certificate. When you send in your rights certificate,
you must also send the full purchase price for the number of additional shares
that you have requested to purchase (in addition to the payment due for shares
purchased through your basic subscription right). If the number of shares
remaining after the exercise of all basic subscription rights is not sufficient
to satisfy all requests for shares pursuant to over-subscription rights, you
will be allocated additional shares (subject to elimination of fractional
shares) in the proportion which the number of shares you purchased through the
basic subscription right bears to the total number of shares that all
over-subscribing stockholders purchased through the basic subscription right.
However, if your pro-rata allocation exceeds the number of shares you requested
on your rights certificate, then you will receive only the number of shares that
you requested, and the remaining shares from your pro-rata allocation will be
divided among other rights holders exercising their over-subscription rights.

      As soon as practicable after the expiration date, the subscription agent
will determine the number of shares of common stock that you may purchase
pursuant to the over-subscription right. You will receive certificates
representing these shares as soon as practicable after the expiration date and
after all allocations and adjustments have been effected. If you request and pay
for more shares than are allocated to you, we will refund the overpayment,
without interest or deduction. In connection with the exercise of the
over-subscription right, banks, brokers and other nominee holders of
subscription rights who act on behalf of beneficial owners will be required to
certify to us and to the subscription agent as to the aggregate number of
subscription rights exercised, and the number of shares of common stock
requested through the basic and over-subscription rights, by each beneficial
owner on whose behalf the nominee holder is acting.

EXPIRATION OF THE RIGHTS OFFERING AND EXTENSIONS, AMENDMENTS AND TERMINATION

      You may exercise your subscription rights at any time prior to 5:00 p.m.,
New York City time, on February 28, 2007, the expiration date for the rights
offering. If you do not exercise your subscription rights before the expiration
date of the rights offering, your subscription rights will expire and will have
no value. We will not be required to issue shares of our common stock to you if
the subscription agent receives your rights certificate or payment after the
expiration date, regardless of when you sent the rights certificate and payment,
unless you send the documents in compliance with the guaranteed delivery
procedures described below.


                                       22


      We may, in our sole discretion, extend the time for exercising the
subscription rights. We may extend the expiration date at any time after the
record date. If the commencement of the rights offering is delayed for a period
of time, the expiration date of the rights offering may be similarly extended.
We will extend the duration of the rights offering as required by applicable
law, and may choose to extend the duration of the rights offering for any
reason. We may extend the expiration date of the rights offering by giving oral
or written notice to the subscription agent on or before the scheduled
expiration date. If we elect to extend the expiration date of the rights
offering, we will issue a press release announcing such extension no later than
9:00 a.m., New York City time, on the next business day after the most recently
announced expiration date.

      We reserve the right, in our sole discretion, to amend or modify the terms
of the rights offering. We also reserve the right to terminate the rights
offering at any time prior to the expiration date for any reason, in which event
all funds received in connection with the rights offering will be returned
without interest or deduction to those persons who exercised their subscription
rights.

CONDITIONS TO THE RIGHTS OFFERING

      We may terminate the rights offering, in whole or in part, if at any time
before completion of the rights offering there is any judgment, order, decree,
injunction, statute, law or regulation entered, enacted, amended or held to be
applicable to the rights offering that in the sole judgment of our board of
directors would or might make the rights offering or its completion, whether in
whole or in part, illegal or otherwise restrict or prohibit completion of the
rights offering. We may waive any of these conditions and choose to proceed with
the rights offering even if one or more of these events occur. If we terminate
the rights offering, in whole or in part, all affected subscription rights will
expire without value and all subscription payments received by the subscription
agent will be returned as soon as practicable, without interest or deduction.
See also "--Expiration of the Rights Offering and Extensions, Amendments and
Termination."

METHOD OF EXERCISING SUBSCRIPTION RIGHTS

      The exercise of subscription rights is irrevocable and may not be
cancelled or modified. Your subscription rights will not be considered exercised
unless the subscription agent receives from you, your broker, custodian or
nominee, as the case may be, all of the required documents properly completed
and executed and your full subscription price payment prior to 5:00 p.m., New
York City time, on February 28, 2007, the expiration date of the rights
offering. Rights holders may exercise their rights as follows:

      SUBSCRIPTION BY REGISTERED HOLDERS

      Rights holders who are registered holders of our common stock may exercise
their subscription privilege by properly completing and executing the rights
certificate together with any required signature guarantees and forwarding it,
together with payment in full of the subscription price for each share of the
common stock for which they subscribe, to the subscription agent at the address
set forth under the subsection entitled "--Delivery of Subscription Materials
and Payment," on or prior to the expiration date.


                                       23


      SUBSCRIPTION BY DTC PARTICIPANTS

      Banks, trust companies, securities dealers and brokers that hold shares of
our common stock on the rights offering record date as nominee for more than one
beneficial owner may, upon proper showing to the subscription agent, exercise
their subscription privilege on the same basis as if the beneficial owners were
record holders on the rights offering record date through the Depository Trust
Company, or DTC. Such holders may exercise these rights through DTC's PSOP
Function on the "agents subscription over PTS" procedure and instructing DTC to
charge their applicable DTC account for the subscription payment for the new
shares and deliver such amount to the subscription agent. DTC must receive the
subscription instructions and payment for the new shares by the rights
expiration date. Except as described under the subsection titled "--Guaranteed
Delivery Procedures," subscriptions accepted by the subscription agent via a
Notice of Guaranteed Delivery must be delivered to the subscription agent with
payment before the expiration of the subscription period.

      SUBSCRIPTION BY BENEFICIAL OWNERS

      Rights holders who are beneficial owners of shares of our common stock and
whose shares are registered in the name of a broker, custodian bank or other
nominee, and rights holders who hold common stock certificates and would prefer
to have an institution conduct the transaction relating to the rights on their
behalf, should instruct their broker, custodian bank or other nominee or
institution to exercise their rights and deliver all documents and payment on
their behalf prior to the expiration date. A rights holder's subscription rights
will not be considered exercised unless the subscription agent receives from
such rights holder, its broker, custodian, nominee or institution, as the case
may be, all of the required documents and such holder's full subscription price
payment prior to the expiration date.

METHOD OF PAYMENT

      Payments must be made in full in U.S. currency by:

      o     check or bank draft payable to Mellon Investor Services LLC, the
            subscription agent, drawn against a U.S. bank; or

      o     postal, telegraphic or express money order payable to the
            subscription agent.

      Any personal check used to pay for shares of common stock must clear the
appropriate financial institutions prior to the expiration date. The clearing
house may require seven or more business days. Accordingly, holders who wish to
pay the subscription price by means of a personal check are urged to make
payment sufficiently in advance of the expiration date to ensure such payment is
received and clears by such date. Rights certificates received after that time
will not be honored, and we will return your payment to you as soon as
practicable, without interest or deduction.


                                       24


      The subscription agent will be deemed to receive payment upon:

      o     clearance of any uncertified check deposited by the subscription
            agent;

      o     receipt by the subscription agent of any certified bank check or
            draft drawn upon a U.S. bank; or

      o     receipt by the subscription agent of any postal, telegraphic or
            express money order.

      You should read the instruction letter accompanying the rights certificate
carefully and strictly follow it. DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS TO
US. Except as described below under "--Guaranteed Delivery Procedures," we will
not consider your subscription received until the subscription agent has
received delivery of a properly completed and duly executed rights certificate
and payment of the full subscription amount. The risk of delivery of all
documents and payments is on you or your nominee, not us or the subscription
agent.

      The method of delivery of rights certificates and payment of the
subscription amount to the subscription agent will be at the risk of the holders
of rights, but, if sent by mail, we recommend that you send those certificates
and payments by overnight courier or by registered mail, properly insured, with
return receipt requested, and that a sufficient number of days be allowed to
ensure delivery to the subscription agent and clearance of payment before the
expiration of the subscription period. Because uncertified personal checks may
take seven or more business days to clear, we strongly urge you to pay or
arrange for payment by means of certified or cashier's check or money order to
avoid missing the opportunity to exercise your subscription rights should you
decide to do so

      Unless a rights certificate provides that the shares of common stock are
to be delivered to the record holder of such rights or such certificate is
submitted for the account of a bank or a broker, signatures on such rights
certificate must be guaranteed by an "Eligible Guarantor Institution," as such
term is defined in Rule 17Ad-15 of the Exchange Act, subject to any standards
and procedures adopted by the subscription agent. See "--Medallion Guarantee May
be Required."

MEDALLION GUARANTEE MAY BE REQUIRED

      Your signature on each subscription rights certificate must be guaranteed
by an eligible institution, such as a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States, subject to standards and procedures adopted
by the subscription agent, unless:

      o     your subscription rights certificate provides that shares are to be
            delivered to you as record holder of those subscription rights; or

      o     you are an eligible institution.


                                       25


SUBSCRIPTION AGENT

      The subscription agent for this rights offering is Mellon Investor
Services LLC. We will pay all fees and expenses of the subscription agent
related to the rights offering and have also agreed to indemnify the
subscription agent from certain liabilities that it may incur in connection with
the rights offering.

INFORMATION AGENT

      The information agent for this rights offering is Mellon Investor Services
LLC. We will pay all fees and expenses of the information agent related to the
rights offering and have also agreed to indemnify the information agent from
certain liabilities that it may incur in connection with the rights offering.
The information agent can be contacted at the following address and telephone
number:

                          Mellon Investor Services LLC
                          Attn: Corporate Actions Dept.
                                   27th Floor
                                  P.O. Box 3301
                           South Hackensack, NJ 07606
            Calling from inside the U.S. (toll-free): (800) 777-3674
                  Calling from outside the U.S.: (201) 680-6579

DELIVERY OF SUBSCRIPTION MATERIALS AND PAYMENT

      You should deliver your subscription rights certificate and payment of the
subscription price or, if applicable, notice of guaranteed delivery, to the
subscription agent by one of the methods described below:

---------------------------------------------------------------------------------
         BY MAIL:             BY OVERNIGHT COURIER:            BY HAND:
---------------------------------------------------------------------------------
Mellon Investor Services    Mellon Investor Services   Mellon Investor Services
LLC                         LLC                        LLC
Attn: Corporate Actions     Attn: Corporate Actions    Attn: Corporate Actions
Dept.                       Dept.                      Dept.
27th Floor                  27th Floor                 27th Floor
P.O. Box 3301               480 Washington Boulevard   480 Washington Boulevard
South Hackensack, NJ 07606  Jersey City, NJ 07310      Jersey City, NJ 07310
---------------------------------------------------------------------------------

            Calling from inside the U.S. (toll-free): (800) 777-3674
                  Calling from outside the U.S.: (201) 680-6579

           Facsimile for Notice of Guaranteed Delivery: (201) 680-4626
            Confirm receipt of facsimile by telephone: (201) 680-4860

      Your delivery to an address or by any method other than as set forth above
will not constitute valid delivery and we may not honor the exercise of your
subscription rights.


                                       26


      You should direct any questions or requests for assistance concerning the
method of subscribing for the shares of common stock or for additional copies of
this prospectus to the information agent.

GUARANTEED DELIVERY PROCEDURES

      The subscription agent will grant you three business days after the
expiration date to deliver the rights certificate if you follow the following
instructions for providing the subscription agent notice of guaranteed delivery.
On or prior to the expiration date, the subscription agent must receive payment
in full for all shares of common stock subscribed for through the exercise of
the subscription privilege, together with a properly completed and duly executed
notice of guaranteed delivery substantially in the form accompanying this
prospectus either by hand, mail, overnight courier or facsimile transmission,
that specifies the name of the holder of the rights and the number of shares of
common stock subscribed for. If applicable, it must state separately the number
of shares of common stock subscribed for through the exercise of the basic and
over-subscription privileges and a member firm of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or correspondent in
the United States must guarantee that the properly completed and executed rights
certificate for all shares of common stock subscribed for will be delivered to
the subscription agent within three business days after the expiration date. The
subscription agent will then conditionally accept the exercise of the rights and
will withhold the certificates for shares of common stock until it receives the
properly completed and duly executed rights certificate within that time period.

      In the case of holders of rights that are held of record through DTC,
those rights may be exercised by instructing DTC to transfer rights from that
holder's DTC account to the subscription agent's DTC account, together with
payment of the full subscription price. The notice of guaranteed delivery must
be guaranteed by a commercial bank, trust company or credit union having an
office, branch or agency in the United States or by a member of a Stock Transfer
Association approved medallion program such as STAMP, SEMP or MSP.

      Notices of guaranteed delivery and payments should be mailed or delivered
to the appropriate addresses set forth under "--Delivery of Subscription
Materials and Payment."

CALCULATION OF SUBSCRIPTION RIGHTS EXERCISED

      If you do not indicate the number of subscription rights being exercised,
or do not forward full payment of the total subscription price payment for the
number of subscription rights that you indicate are being exercised, then you
will be deemed to have exercised your subscription right with respect to the
maximum number of subscription rights that may be exercised with the aggregate
subscription price payment you delivered to the subscription agent. If we do not
apply your full subscription price payment to your purchase of shares of our
common stock, we or the subscription agent will return the excess amount to you
by mail, without interest or deduction, as soon as practicable after the
expiration date of the rights offering.


                                       27


ESCROW ARRANGEMENTS

      The subscription agent will hold funds received in payment of the
subscription price in a segregated account until the rights offering is
completed or withdrawn and terminated.

NOTICE TO BENEFICIAL HOLDERS

      If you are a broker, a trustee or a depositary for securities who holds
shares of our common stock for the account of others as of the record date, you
should notify the respective beneficial owners of such shares of the rights
offering as soon as possible to find out their intentions with respect to
exercising their subscription rights. You should obtain instructions from the
beneficial owners with respect to their subscription rights, as set forth in the
instructions we have provided to you for your distribution to beneficial owners.
If a beneficial owner so instructs, you should complete the appropriate
subscription rights certificates and submit them to the subscription agent with
the proper payment. If you hold shares of our common stock for the account(s) of
more than one beneficial owner, you may exercise the number of subscription
rights to which all such beneficial owners in the aggregate otherwise would have
been entitled had they been direct record holders of our common stock on the
record date, provided that you, as a nominee record holder, make a proper
showing to the subscription agent by submitting the form entitled "Nominee
Holder Certification" that we will provide to you with your rights offering
materials. If you did not receive this form, you should contact the subscription
agent to request a copy.

BENEFICIAL OWNERS

      If you are a beneficial owner of shares of our common stock or will
receive subscription rights through a broker, custodian bank or other nominee,
we will ask your broker, custodian bank or other nominee to notify you of the
rights offering. If you wish to exercise your subscription rights, you will need
to have your broker, custodian bank or other nominee act for you. If you hold
certificates of our common stock directly and would prefer to have your broker,
custodian bank or other nominee act for you, you should contact your nominee and
request it to effect the transactions for you. To indicate your decision with
respect to your subscription rights, you should complete and return to your
broker, custodian bank or other nominee the form entitled "Beneficial Owner
Election Form." You should receive this form from your broker, custodian bank or
other nominee with the other rights offering materials. If you wish to obtain a
separate subscription rights certificate, you should contact the nominee as soon
as possible and request that a separate subscription rights certificate be
issued to you. You should contact your broker, custodian bank or other nominee
if you do not receive this form but you believe you are entitled to participate
in the rights offering. We are not responsible if you do not receive this form
from your broker, custodian bank or nominee or if you receive it without
sufficient time to respond.

SUBSCRIPTION PRICE

      The subscription price is $1.05 per share.

      A Special Committee of our board of directors determined that the
subscription price should be designed to, among other things, provide an
incentive to our current stockholders to exercise their rights. Other factors


                                       28


considered in setting the subscription price included the amount of proceeds
desired, our need for equity capital, alternatives available to us for raising
equity capital, the historic and current market price and liquidity of our
common stock, the pricing of similar transactions, the historic volatility of
the market price of our common stock, the historic trading volume of our common
stock, our business prospects, our recent and anticipated operating results and
general conditions in the securities market.

      The subscription price does not necessarily bear any relationship to the
book value of our assets, net worth, past operations, cash flows, losses,
financial condition, or any other established criteria for valuing the Company.
You should not consider the subscription price as an indication of the value of
the Company or our common stock.

DETERMINATIONS REGARDING THE EXERCISE OF YOUR SUBSCRIPTION RIGHTS

      We will decide all questions concerning the timeliness, validity, form and
eligibility of the exercise of your subscription rights and any such
determinations by us will be final and binding. We, in our sole discretion, may
waive, in any particular instance, any defect or irregularity, or permit, in any
particular instance, a defect or irregularity to be corrected within such time
as we may determine. We will not be required to make uniform determinations in
all cases. We may reject the exercise of any of your subscription rights because
of any defect or irregularity. We will not accept any exercise of subscription
rights until all irregularities have been waived by us or cured by you within
such time as we decide, in our sole discretion. Our interpretations of the terms
and conditions of the rights offering will be final and binding.

      Neither we, nor the subscription agent, will be under any duty to notify
you of any defect or irregularity in connection with your submission of
subscription rights certificates and we will not be liable for failure to notify
you of any defect or irregularity. We reserve the right to reject your exercise
of subscription rights if your exercise is not in accordance with the terms of
the rights offering or in proper form. We will also not accept the exercise of
your subscription rights if our issuance of shares of our common stock to you
could be deemed unlawful under applicable law.

REGULATORY LIMITATION

      We will not be required to issue to you shares of our common stock
pursuant to the rights offering if, in our opinion, you would be required to
obtain prior clearance or approval from any state or federal regulatory
authorities to own or control such shares if, at the time the rights offering
expires, you have not obtained such clearance or approval.

NO REVOCATION OR CHANGE

      Once you submit the form of rights certificate to exercise any
subscription rights, you may not revoke or change your exercise or request a
refund of monies paid. All exercises of rights are irrevocable, even if you
subsequently learn information about us that you consider to be unfavorable. You
should not exercise your rights unless you are certain that you wish to purchase
additional shares of our common stock at the subscription price.


                                       29


NON-TRANSFERABILITY OF THE RIGHTS

      The subscription rights granted to you are non-transferable and,
therefore, may not be assigned, gifted, purchased, sold or otherwise transferred
to anyone else. Notwithstanding the foregoing, you may transfer your rights to
any affiliate of yours and your rights also may be transferred by operation of
law; for example, a transfer of rights to the estate of the recipient upon the
death of the recipient would be permitted. If the rights are transferred as
permitted, evidence satisfactory to us that the transfer was proper must be
received by us prior to the expiration date.

RIGHTS OF SUBSCRIBERS

      You will have no rights as a stockholder with respect to shares you
subscribe for in the rights offering until certificates representing shares of
common stock are issued to you. You will have no right to revoke your
subscriptions after you deliver your completed rights certificate, payment and
any other required documents to the subscription agent.

INTENDED PURCHASES

      Steel Partners has indicated to the Company that it intends to exercise
all of its rights, but has not made any formal commitment to do so. Steel
Partners has also indicated its intention to over-subscribe for the maximum
amount of shares it can over-subscribe for without endangering the availability
of the Company's net operating loss carryforwards ("NOLs") under Section 382 of
the Internal Revenue Code.

FOREIGN STOCKHOLDERS AND STOCKHOLDERS WITH APO OR FPO ADDRESSES

      The subscription agent will not mail rights certificates to you if you are
a stockholder whose address is outside the United States or if you have an Army
Post Office or a Fleet Post Office address. Instead, we will have the
subscription agent hold the subscription rights certificates for your account.
To exercise your rights, you must notify the subscription agent prior to 11:00
a.m., New York City time, at least three business days prior to the expiration
date, and establish to the satisfaction of the subscription agent that it is
permitted to exercise your subscription rights under applicable law. If you do
not follow these procedures by such time, your rights will expire and will have
no value.

NO BOARD RECOMMENDATION

      An investment in shares of our common stock must be made according to your
evaluation of your own best interests and after considering all of the
information herein, including the "Risk Factors" section of this prospectus.
Neither we nor our board of directors are making any recommendation regarding
whether you should exercise your subscription rights.

PROTECTION MECHANICS

      Our ability to utilize our NOLs against future taxable income, if any,
could be substantially reduced if we were to undergo an "ownership change"
within the meaning of Section 382 of the Internal Revenue Code. Section 382
generally restricts the use of an NOL after an "ownership change" to an annual


                                       30


amount equal to the value of the company (generally measured by the value of its
outstanding stock) multiplied by the long-term tax-exempt rate. An "ownership
change" is generally a more than 50 percentage point increase in stock
ownership, during a moving 3-year testing period, by "5% shareholders". In
determining ownership, certain attribution provisions and constructive ownership
provisions apply, including the following:

      o     Any family group consisting of an individual, spouse, children,
            grandchildren and parents are treated as one person. Note that an
            individual can be treated as a member of several different family
            groups. For example, your family group would include your spouse,
            children, father and mother, but your mother's family group would
            include her spouse, all her children and her grandchildren.

      o     Any common stock owned by any entity will generally be attributed
            proportionately to the ultimate owners of that entity. Attribution
            will also occur through tiered entity structures.

      o     Any persons or entities acting in concert or having a formal or
            informal understanding among themselves to make a coordinated
            purchase of common stock will be treated as one stockholder.

      o     Ownership may not be structured with an abusive principal purpose of
            avoiding these rules.

      We have the right, in our sole and absolute discretion, to limit the
exercise of rights, including instructing the subscription agent to refuse to
honor any exercise of rights, by 5% shareholders or a subscriber to the extent
its exercise of rights might, in our sole and absolute discretion, result in a
subscriber owning 5% or more of our common stock.

      In order to protect against an unexpected "ownership change" for federal
income tax purposes, we have implemented the protection mechanics as follows:

      o     by purchasing shares of common stock, each subscriber will represent
            to us that it will not be, after giving effect to the purchase of
            the common stock, an owner, either direct or indirect, record or
            beneficial, or by application of Section 382 attribution provisions
            summarized above, of more than 900,000 shares of our common stock;

      o     if an exercise would result in the subscriber owning more than
            900,000 shares of our common stock, the subscriber must notify the
            subscription agent at the telephone number set forth under the
            heading "Subscription Agent;"

      o     if requested, each subscriber will be required to provide us with
            additional information regarding the amount of common stock that the
            subscriber owns; and

      o     we have the right to instruct the subscription agent to refuse to
            honor any exercise of rights by 5% shareholders or a subscriber's
            exercise to the extent an exercise might, in our sole and absolute
            discretion, result in the subscriber owning 5% or more of our common
            stock.


                                       31


      By exercising rights in the offering, you agree that:

      o     the protection mechanics are valid, binding and enforceable against
            you;

      o     any purported exercise of rights in violation of the protection
            mechanics section will be void and of no force and effect; and

      o     we have the right to void and cancel (and treat as if never
            exercised) any exercise of rights, and shares issued pursuant to an
            exercise of rights, if any of the agreements, representations or
            warranties of a subscriber in the subscription documents are false.

SHARES OF COMMON STOCK OUTSTANDING AFTER THE RIGHTS OFFERING

      Based on the 12,027,378 shares of our common stock currently outstanding,
and the potential that we may issue as many as 12,027,378 shares pursuant to
this rights offering, 24,054,756 shares of our common stock may be issued and
outstanding following the rights offering, an increase in the number of
outstanding shares of our common stock of approximately 100%.

FEES AND EXPENSES

      We will pay all fees charged by the subscription agent in connection with
the distribution and exercise of the rights. You are responsible for paying all
other commissions, fees, taxes or other expenses incurred in connection with the
exercise or transfer of the subscription rights. Neither we nor the subscription
agent will pay such expenses.

QUESTIONS ABOUT EXERCISING SUBSCRIPTION RIGHTS

      If you have any questions or require assistance regarding the method of
exercising your subscription rights or requests for additional copies of this
document or any document mentioned herein, you should contact the subscription
agent at the address and telephone number set forth above under "--Delivery of
Subscription Materials and Payment."

OTHER MATTERS

      We are not making the rights offering in any state or other jurisdiction
in which it is unlawful to do so, nor are we distributing or accepting any
offers to purchase any shares of our common stock from subscription rights
holders who are residents of those states or of other jurisdictions or who are
otherwise prohibited by federal or state laws or regulations to accept or
exercise the subscription rights. We may delay the commencement of the rights
offering in those states or other jurisdictions, or change the terms of the
rights offering, in whole or in part, in order to comply with the securities law
or other legal requirements of those states or other jurisdictions. Subject to
state securities laws and regulations, we also have the discretion to delay
allocation and distribution of any shares you may elect to purchase by exercise
of your subscription rights in order to comply with state securities laws. We


                                       32


may decline to make modifications to the terms of the rights offering requested
by those states or other jurisdictions, in which case, if you are a resident in
one of those states or jurisdictions or if you are otherwise prohibited by
federal or state laws or regulations from accepting or exercising the
subscription rights you will not be eligible to participate in the rights
offering.

                                 USE OF PROCEEDS

      The net proceeds from this rights offering are expected to be used for
debt repayments, anticipated working capital needs and general corporate
purposes. We may also eventually use a portion, if available, of the net
proceeds to acquire or invest in businesses, products and technologies that we
believe are complimentary to our own; however, we have no definitive agreements,
nor are we currently in serious discussions, to acquire or invest in any
business, product or technology. Pending these uses, the net proceeds will be
invested in investment grade, interest bearing securities.

      Assuming adequate net proceeds, after estimated offering costs, are
raised, we plan to immediately use those net proceeds to retire our U. S. term
bank debt and to reduce our outstanding U. S. revolving bank credit balance to
zero. Amounts outstanding under these facilities as of October 28, 2006 were
approximately $2.3 million. The term bank debt is scheduled to mature in 2008
and bears interest at LIBOR plus 2.75%. The revolving credit facility expires in
2008 and outstanding borrowings bear interest at LIBOR plus 2.50%. Should we not
raise sufficient capital in this rights offering to completely retire our
outstanding U. S. bank debt as described above, we will use available net
proceeds to pay down the U. S. bank term loan as much as possible first and then
pay down the U. S. revolving bank credit balance as much as possible second.
Thirdly, to the extent available, we will also use $700,000 of the net proceeds
to settle an intercompany loan between our U.S. and our Italian subsidiaries.
Our consolidated results will not be materially affected by this settlement.

      In addition to the above, we note that our subordinated debt of $2.5
million as of October 28, 2006 is scheduled to mature on March 28, 2007.

                                 CAPITALIZATION

      The following table sets forth our historical and pro forma cash and cash
equivalents and capitalization as of October 28, 2006. The pro forma information
gives effect to an assumed $9.8 million equity raise from this rights offering
and the use of a portion of those proceeds to pay down specific outstanding
indebtedness.

      For purposes of this table, we have assumed that $9.8 million is raised in
this rights offering. However, it is impossible to predict how many rights will
be exercised in this offering and therefore how much gross proceeds will
actually be raised.

      This table should be read in conjunction with our consolidated financial
statements and the notes thereto which are incorporated by reference into this
prospectus.


                                       33


                                                                                  October 28, 2006
                                                                            ----------------------------
                                                                              Actual          Pro Forma
                                                                            --------         -----------
                                                                               (Dollars in Thousands)
                                                                            ----------------------------
Cash and cash equivalents ................................................. $    522         $  7,917(1)
                                                                            ========         ========

Short-term credit facilities .............................................. $  4,739         $  4,208(2)
Current portion of long-term bank debt ....................................      999              799(2)
Subordinated note, due March 28, 2006 .....................................    2,481            2,481
Long-tem bank debt ........................................................    6,453            4,884(2)
                                                                            --------         --------
   Total debt .............................................................   14,672           12,372

Common stock - $0.10 par value, 20,000,000 shares authorized,
   12,283,294 shares and 21,611,713 shares issued on an actual and
   pro forma basis, respectively ..........................................    1,228            2,161(3)
Additional paid-in capital ................................................   67,740           76,502(3)
Accumulated other comprehensive income ....................................    1,418            1,418
Accumulated deficit .......................................................  (52,592)         (52,592)
Treasury stock - 622,770 shares ...........................................   (5,546)          (5,546)
                                                                            --------         --------
   Total stockholders' equity .............................................   12,248           21,943

                                                                            --------         --------
Total capitalization ...................................................... $ 26,920         $ 34,315
                                                                            ========         ========

----------

(1)   Pro forma balance reflects $9.8 million of gross proceeds from the rights
      offering, less $100,000 of offering costs and $2.3 million used to retire
      outstanding indebtedness.

(2)   Pro forma balances reflect the use of net proceeds from the rights
      offering to retire certain U. S. bank debt of an aggregate of $2.3
      million.

(3)   Pro forma balances reflect $9.8 million of new capital raised in the
      rights offering less $100,000 of offering costs. In addition to the issued
      shares as disclosed above, as of October 28, 2006, we have 2,796,366
      shares that can be issued pursuant to outstanding stock options and
      warrants. Additionally, in our November 17, 2006 Special Meeting of
      Stockholders, we increased our authorized number of common shares to
      50,000,000.

The table above assumes that $9.8 million of gross proceeds are raised in the
rights offering. Should, for illustrative purposes, we receive only $6.1 million
of gross proceeds in the rights offering, pro forma cash and cash equivalents,
total stockholders' equity and total capitalization would each be reduced by
approximately $3.7 million. Should a lower portion of the rights offered hereby
be exercised, net proceeds may not be sufficient to actually retire all of the
$2.3 million of debt reflected above as being retired.

             MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

      The following discussion is a summary of the material United States
Federal income tax consequences of the rights offering to holders of our common
stock. This discussion assumes that the holders of our common stock hold such
common stock as a capital asset for United States Federal income tax purposes.
This discussion is based on the Internal Revenue Code of 1986, as amended,
Treasury Regulations promulgated thereunder, Internal Revenue Service rulings
and pronouncements and judicial decisions in effect on the date hereof, all of
which are subject to change (possibly with retroactive effect) and to differing
interpretations. This discussion applies only to holders that are United States


                                       34


persons and does not address all aspects of United States federal income
taxation that may be relevant to holders in light of their particular
circumstances or to holders who may be subject to special tax treatment under
the Internal Revenue Code, including, without limitation, holders who are
dealers in securities or foreign currency, foreign persons, insurance companies,
tax-exempt organizations, banks, financial institutions, broker-dealers, holders
who hold our common stock as part of a hedge, straddle, conversion or other risk
reduction transaction, or who acquired our common stock pursuant to the exercise
of compensatory stock options or otherwise as compensation.

      We have not sought, and will not seek, an opinion of counsel or a ruling
from the Internal Revenue Service regarding the United States Federal income tax
consequences of the rights offering or the related share issuance. The following
summary does not address the tax consequences of the rights offering or the
related share issuance under foreign, state, or local tax laws. ACCORDINGLY,
EACH HOLDER OF OUR COMMON STOCK SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO
THE PARTICULAR TAX CONSEQUENCES OF THE RIGHTS OFFERING AND THE RELATED SHARE
ISSUANCE TO SUCH HOLDER.

      The United States Federal income tax consequences to a holder of our
common stock of the receipt and exercise of subscription rights under the rights
offering should be as follows:

      1.    A holder should not recognize taxable income for United States
Federal income tax purposes in connection with the receipt of subscription
rights in the rights offering.

      2.    Except as provided in the following sentence, a holder's tax basis
in the subscription rights received in the rights offering should be zero. If
either (i) the fair market value of the subscription rights on the date such
subscription rights are distributed is equal to at least 15% of the fair market
value on such date of the common stock with respect to which the subscription
rights are received or (ii) the holder elects, in its United States Federal
income tax return for the taxable year in which the subscription rights are
received, to allocate part of its tax basis in such common stock to the
subscription rights, then upon exercise of the subscription rights, the holder's
tax basis in the common stock should be allocated between the common stock and
the subscription rights in proportion to their respective fair market values on
the date the subscription rights are distributed. Holders exercising
subscription rights will be notified by us in the event that the fair market
value of the subscription rights on the date such subscription rights are
distributed equals or exceeds 15% of the fair market value of the Common Stock
on such date.

      3.    A holder which allows the subscription rights received in the rights
offering to expire should not recognize any gain or loss, and the tax basis in
the common stock owned by such holder with respect to which such subscription
rights were distributed should be equal to the tax basis in such common stock
immediately before the receipt of the subscription rights in the rights
offering.

      4.    A holder should not recognize any gain or loss upon the exercise of
the subscription rights received in the rights offering. The tax basis in the
common stock acquired through exercise of the subscription rights should equal
the sum of the subscription price for the common stock and the holder's tax
basis, if any, in the rights as described above. The holding period for the
common stock acquired through exercise of the subscription rights should begin
on the date the subscription rights are exercised.


                                       35


                              PLAN OF DISTRIBUTION

      We are making this rights offering directly to you, the holders of our
common stock, on a pro rata basis for each share of our common stock held on
February 5, 2007, the record date for this rights offering.

      We will pay Mellon Investor Services LLC, the subscription agent, a fee of
approximately $10,000 for its services in connection with this rights offering
(which includes the subscription agent's fees associated with the exercise of
rights). We have also agreed to reimburse the subscription agent for its
reasonable expenses and indemnify it from liabilities it may incur in connection
with the rights offering. We estimate that our total expenses in connection with
the rights offering, including registration, legal and accounting fees, will be
approximately $100,000.

      We have not employed any brokers, dealers or underwriters in connection
with the solicitation or exercise of rights. Except as described in this
section, in connection with the solicitation or exercise of rights, we are not
paying any other commissions, fees or discounts in connection with the rights
offering. Some of our employees may solicit responses from you as a holder of
rights, but we will not pay our employees any commissions or compensation for
such services other than their normal employment compensation.

                                  LEGAL MATTERS

      Certain legal matters, including the validity and binding effect of the
subscription rights and the validity of the shares of common stock offered
pursuant to the rights offering will be passed upon for us by Olshan Grundman
Frome Rosenzweig & Wolosky LLP of New York, NY.

                                     EXPERTS

      The financial statements and schedule as of and for the years ended July
29, 2006 and July 30, 2005 incorporated by reference in this prospectus and
registration statement have been audited by BDO Seidman, LLP, an independent
registered public accounting firm, to the extent and for the periods set forth
in their reports incorporated herein by reference, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.

      The financial statements, the related financial statement schedules,
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended July 31, 2004 have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.


                                       36


                       WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements and other information with the SEC.
Information filed with the SEC can be inspected and copied at the public
reference facilities maintained by the SEC at Headquarters Office, 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of this
information by mail from the Public Reference Section of the SEC, Headquarters
Office, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed
rates. Further information on the operation of the SEC's public reference room
in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a website that contains reports, proxy statements and other
information about issuers, such as us, who file electronically with the SEC. The
address of that website is http://www.sec.gov.

      Our common stock is traded in the over-the-counter market and is quoted on
the OTC Bulletin Board under the symbol "DGTC.PK." Our website is located at
http://www.delglobal.com. The information on our website, however, is not, and
should not be deemed to be, a part of this prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      We have "incorporated by reference" into this prospectus certain
information that we file with the SEC. This means that we can disclose important
business, financial and other information in this prospectus by referring you to
the documents containing this information. All information incorporated by
reference is deemed to be part of this prospectus, unless and until that
information is updated and superseded by the information contained in this
prospectus or any information filed with the SEC and incorporated later. Any
information that we subsequently file with the SEC that is incorporated by
reference as described below will automatically update and supersede any
previous information that is part of this prospectus.

      We incorporate by reference into this prospectus our documents listed
below and any documents we file subsequently with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until this offering is completed:

      (1)   our Annual Report on Form 10-K for the fiscal year ended July 29,
            2006;

      (2)   our Current Report on Form 8-K dated November 9, 2006;

      (3)   Amendment No. 1 to our Annual Report on Form 10-K for the fiscal
            year ended July 29, 2006;

      (4)   our Current Report on Form 8-K dated November 22, 2006;

      (5)   our Current Report on Form 8-K dated November 22, 2006;

      (6)   our Quarterly Report on Form 10-Q for the quarter ended October 28,
            2006;

      (7)   our Current Report on Form 8-K dated December 11, 2006;


                                       37


      (8)   our Current Report on Form 8-K dated January 18, 2007;

      (9)   our Form 8-A registration statement filed with the SEC on January
            23, 2007; and

      (10)  our Current Report on Form 8-K dated January 30, 2007.

      You may request a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the
following address:

                          Del Global Technologies Corp.
                             11550 West King Street
                         Franklin Park, Illinois, 60131
                               Attn: Mark A. Zorko
                            Telephone: (847) 288-7000

      You should rely only on the information provided or incorporated by
reference in this prospectus or in the applicable supplement to this prospectus.
You should not assume that the information in this prospectus and the applicable
supplement is accurate as of any date other than the date on the front cover of
the document.