-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BsQQPRQL9AzH0oslCb37mGRuA2qkm/7sqytEDrkbfcENx7srNk+mWMTg/qS/RgQk 5DkSYqCSZBAUCFIP5x5sxA== 0000921895-10-001508.txt : 20101013 0000921895-10-001508.hdr.sgml : 20101013 20101013160344 ACCESSION NUMBER: 0000921895-10-001508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101013 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101013 DATE AS OF CHANGE: 20101013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 131784308 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 101121844 BUSINESS ADDRESS: STREET 1: 100 PINE AIRE DRIVE CITY: BAY SHORE STATE: NY ZIP: 11706 BUSINESS PHONE: 631 231-6400 MAIL ADDRESS: STREET 1: 100 PINE AIRE DRIVE CITY: BAY SHORE STATE: NY ZIP: 11706 FORMER COMPANY: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k05733_10132010.htm form8k05733_10132010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2010

 
DEL GLOBAL TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
     
New York
0-3319
13-1784308
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
100 Pine Aire Drive, Bay Shore, New York
11706
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (631) 231-6400

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

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

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

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

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

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

 
 

 
 
Item 5.03
Amendment to Articles of Incorporation or Bylaws; change in Fiscal Year.
 
On October 13, 2010, at a Special Meeting of shareholders (the “Special Meeting”) one of the proposals the shareholders of Del Global Technologies Corp. (the “Registrant”) approved was an amendment (the “Charter Amendment”) to the Registrant’s Certificate of Incorporation, as amended (the “Charter”) to increase the Registrant’s authorized common stock, par value $0.10 per share (“Common Stock”), from fifty million (50,000,000) shares to one hundred million (100,000,000) shares.  The Charter Amendment was filed with the Secretary of State of New York and became effective October 13, 2010. A copy of the Charter Amendment is filed herewith as Exhibit 3.01 and is incorporated by reference.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
At the Special Meeting, shareholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement dated September 13, 2010 for the Special Meeting.  There were 22,718,306 shares of common stock eligible to vote at the meeting.  Each of the proposals was considered and approved by the requisite majority of votes eligible to be cast or represented.
 
The vote results detailed below represent final results as certified by the Inspector of Elections:
 
Proposal 1
 
Approval of the Charter Amendment.
 
For
Against
Abstentions
Broker Non-Votes
17,436,915 1,940,670 13,195 0
 
Proposal 2
 
Approval to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio of one-for-50, at any time prior to February 28, 2011, and to effect a forward stock split of the Company’s Common Stock immediately following the reverse stock split of the Company’s Common Stock at a ratio of four-for-one, at any time prior to February 28, 2011.

 
For
Against
Abstentions
Broker Non-Votes
17,671,393 1,715,724 3,663 0
 
 
 
 

 
 
Proposal 3
 
Approval to amend the Company’s Certificate of Incorporation to change the Company’s name from “Del Global Technologies Corp.” to “DGT Holdings Corp.”
 
For
Against
Abstentions
Broker Non-Votes
17,891,498 1,174,045 325,237 0

 
Item 9.01
Financial Statements and Exhibits.
 
(d)  
Exhibits
 
 
Exhibit No.
Exhibits

 
3.01
Certificate of Amendment to Certificate of Incorporation, as amended.
 
 
 
 

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

 
 
DEL GLOBAL TECHNOLOGIES CORP.
 
(Registrant)
     
Date:  October 13, 2010
By:
/s/ John J. Quicke
   
John J. Quicke
President and Chief Executive Officer
 
 
 
 

 
 
EXHIBIT INDEX
 
 
Exhibit No.
Exhibits

 
3.01
Certificate of Amendment to Certificate of Incorporation, as amended.
 
EX-3.01 2 ex301to8k05733_10132010.htm ex301to8k05733_10132010.htm
Exhibit 3.01
 
Certificate of Amendment
 
of
 
the Certificate of Incorporation
 
of
 
Del Global Technologies Corp.
 
Under Section 805 of the Business Corporation Law
 
It is hereby certified that:
 
1.           The name of the corporation is Del Global Technologies Corp. (the “Corporation”).  The name under which the corporation was formed is Del Electronics Corp.
 
2.           The Certificate of Incorporation of the Corporation was filed by the Department of State on October 26, 1954.
 
3.           The amendment of the Certificate of Incorporation effected by this certificate of amendment is to increase the number of authorized shares of common stock, $0.10 par value, from fifty million (50,000,000) shares to one hundred million (100,000,000) shares, $0.10 par value.
 
4.           To accomplish the foregoing amendment, paragraph “Third” of the Certificate of Incorporation of the Corporation is hereby amended to read as follows:
 
“THIRD: the aggregate number of shares which the Corporation shall have authority to issue is one hundred million (100,000,000) shares of common stock, $0.10 par value.”
 
5.           The Amendment of the Certificate of Incorporation was authorized by vote of the Board of Directors of the Corporation followed by the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon at a special meeting of the Corporation’s shareholders duly called and held on October 13, 2010.
 

 
[SIGNATURE PAGE FOLLOWS]
 
 
 

 
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed on this 13th day of October, 2010.
 
 
DEL GLOBAL TECHNOLOGIES CORP.
   
 
/s/ John J. Quicke
 
Name:
John J. Quicke
 
Title:
President and Chief Executive Officer

 
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