-----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, NDJH3Yf6xgtDAWqo73ohi9+XyxgiUfvXWEDeVYuEAqxv1pAMW7oR8BYkFCx/N/ub H3MxSkfh1n59tPzIcmrTnw== 0001193805-10-000063.txt : 20100105 0001193805-10-000063.hdr.sgml : 20100105 20100105191622 ACCESSION NUMBER: 0001193805-10-000063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100105 DATE AS OF CHANGE: 20100105 ISSUER: 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: 0802 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 10509338 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LICHTENSTEIN WARREN G CENTRAL INDEX KEY: 0001005784 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 10509339 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS II L P STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II GP LLC CENTRAL INDEX KEY: 0001262861 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 10509341 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: STEEL PARTNERS LLC DATE OF NAME CHANGE: 20030908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steel Partners LLC CENTRAL INDEX KEY: 0001422282 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 10509340 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEEL PARTNERS HOLDINGS L.P. CENTRAL INDEX KEY: 0001452857 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 10509342 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-520-2300 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: WEBFINANCIAL L.P. DATE OF NAME CHANGE: 20081229 4 1 e606266_ex.xml X0303 4 2009-12-31 0 0000027748 DEL GLOBAL TECHNOLOGIES CORP DGTC.OB 0001452857 STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001262861 STEEL PARTNERS II GP LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001422282 Steel Partners LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0000915653 STEEL PARTNERS II LP C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $.10 par value 2009-12-31 4 P 0 100000 0.6000 A 6232715 I By Steel Partners II, L.P. Common Stock, $.10 par value 57292 D The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Purchase Trading Plan Agreement adopted by Steel Partners II, L.P. This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), Steel Partners II, L.P. ("Steel Partners II"), Steel Partners LLC ("Partners LLC"), Steel Partners II GP LLC ("Steel Partners GP") and Warren G. Lichtenstein. Steel Holdings, Partners LLC, Steel Partners GP and Mr. Lichtenstein may be deemed to be 10% owners of the Issuer and Steel Partners II is a 10% owner of the Issuer. Shares owned directly by Steel Partners II and owned indirectly by Steel Holdings by virtue of it being the sole limited partner of Steel Partners II, by Partners LLC by virtue of it being the manager of Steel Partners II and Steel Holdings, by Steel Partners GP by virtue of it being the general partner of Steel Partners II and Steel Holdings and by Mr. Lichtenstein by virtue of his position as the manager of Partners LLC and the managing member of Steel Partners GP. Steel Holdings, Partners LLC, Steel Partners GP and Mr. Lichtenstein disclaim beneficial ownership of the shares owned by Steel Partners II except to the extent of their pecuniary interest therein. Shares owned directly by Steel Holdings, and owned indirectly by Partners LLC by virtue of it being the manager of Steel Holdings, by Steel Partners GP by virtue of it being the general partner of Steel Holdings and by Mr. Lichtenstein by virtue of his position as the manager of Partners LLC and the managing member of Steel Partners GP. Partners LLC, Steel Partners GP and Mr. Lichtenstein disclaim beneficial ownership of the shares owned by Steel Holdings except to the extent of their pecuniary interest therein. By: Steel Partners Holdings L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas as Attorney-In-Fact for Warren G. Lichtenstein, Managing Member 2010-01-05 By: Steel Partners II GP LLC, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Managing Member 2010-01-05 By: Steel Partners LLC, By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein, Manager 2010-01-05 By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein 2010-01-05 By: Steel Partners II, L.P., By: Steel Partners II GP LLC, General Partner, By: /s/ Sanford Antignas, as Attorney in Fact for Warren G. Lichtenstein, Managing Member 2010-01-05 EX-24 2 e606266_ex24.htm Unassociated Document
Exhibit 24.1
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Jack L. Howard signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners Holdings L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners Holdings L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2010 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2009.
 

STEEL PARTNERS HOLDINGS L.P.
  
STEEL PARTNERS II, L.P.
     
By:
Steel Partners II GP LLC
  
By:
Steel Partners II GP LLC
 
General Partner
    
General Partner
       
By:
/s/ Warren G. Lichtenstein
  
By:
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
    
Warren G. Lichtenstein
 
Managing Member
    
Managing Member
     
     
STEEL PARTNERS II GP LLC
  
STEEL PARTNERS LLC
     
By:
/s/ Warren G. Lichtenstein
  
By:
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
    
Warren G. Lichtenstein
 
Managing Member
    
Manager
       
       
/s/ Warren G. Lichtenstein
    
WARREN G. LICHTENSTEIN
    
 

POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Sanford Antignas signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners Holdings L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners Holdings L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2010 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2009.
 

STEEL PARTNERS HOLDINGS L.P.
  
STEEL PARTNERS II, L.P.
     
By:
Steel Partners II GP LLC
  
By:
Steel Partners II GP LLC
 
General Partner
    
General Partner
       
By:
/s/ Warren G. Lichtenstein
  
By:
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
    
Warren G. Lichtenstein
 
Managing Member
    
Managing Member
     
     
STEEL PARTNERS II GP LLC
  
STEEL PARTNERS LLC
     
By:
/s/ Warren G. Lichtenstein
  
By:
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
    
Warren G. Lichtenstein
 
Managing Member
    
Manager
       
       
/s/ Warren G. Lichtenstein
    
WARREN G. LICHTENSTEIN
    
 

POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Steven Wolosky signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Steel Partners Holdings L.P. including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Steel Partners Holdings L.P. or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until December 31, 2010 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of December, 2009.
 

STEEL PARTNERS HOLDINGS L.P.
  
STEEL PARTNERS II, L.P.
     
By:
Steel Partners II GP LLC
  
By:
Steel Partners II GP LLC
 
General Partner
    
General Partner
       
By:
/s/ Warren G. Lichtenstein
  
By:
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
    
Warren G. Lichtenstein
 
Managing Member
    
Managing Member
     
     
STEEL PARTNERS II GP LLC
  
STEEL PARTNERS LLC
     
By:
/s/ Warren G. Lichtenstein
  
By:
/s/ Warren G. Lichtenstein
 
Warren G. Lichtenstein
    
Warren G. Lichtenstein
 
Managing Member
    
Manager
       
       
/s/ Warren G. Lichtenstein
    
WARREN G. LICHTENSTEIN
    

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