8-K

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): March 6, 2013

DGT Holdings 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.)
c/o Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 520-2300

(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 8.01 Other Events.

On March 6, 2013, DGT Holdings Corp. issued a press release announcing the completion of its previously announced reverse stock split at a ratio of one-for-five thousand and forward stock split at a ratio of five thousand-for-one.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibits

99.1 Press Release dated March 6, 2013

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.

	DGT HOLDINGS CORP.
	(Registrant)
Date:  March 6, 2013	By:	/s/ Terry Gibson
		Terry Gibson President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Exhibits

99.1 Press Release dated March 6, 2013.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

DGT HOLDINGS CORP. COMPLETES REVERSE/FORWARD STOCK SPLIT

NEW YORK, March 6, 2013 – DGT Holdings Corp. (OTCBB: DGTC) (the “Company”) announced today that it has completed the previously announced reverse stock split at a ratio of 1-for-5,000 and forward stock split at a ratio of 5,000-for-1. Shares of common stock held by shareholders of record owning fewer than 5,000 shares on March 1, 2013 have been cancelled, and such shareholders will receive a cash payment of $13.50 a share.

For more information regarding the reverse/forward stock split, please refer to the Proxy Statement relating to the Company’s shareholder meeting held on February 27, 2013 that was previously mailed to shareholders.

The Company’s Common Stock will trade on the Over the Counter “OTC” Bulletin Board under the symbol “DGTCD” for the next 20 business days and then revert to “DGTC.”

Statements about future results made in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and the current economic environment. DGT Holdings Corp. cautions that these statements are not guarantees of future performance. These statements involve a number of risks and uncertainties that are difficult to predict, including, but not limited to: the ability of DGT Holdings Corp. to introduce products as scheduled; obtaining necessary product certification; implementation of its business plan; retention of management; changing industry and competitive conditions; obtaining anticipated operating efficiencies; securing necessary capital facilities; favorable determinations in various legal matters; market and operating risks from foreign currency exchange exposures; and favorable general economic conditions. Actual results could differ materially from those expressed or implied in the forward-looking statements. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company's filings with the Securities and Exchange Commission.

DGT HOLDINGS CORP.

Terry Gibson

President, Chief Executive Officer and Chief Financial Officer

(212) 520-2260