Attached files
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EX-99.1 - DGT Holdings Corp. | ex991to8k05733_11242009.htm |
EX-10.1 - DGT Holdings Corp. | ex101to8k05733_11242009.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): November 24,
2009
DEL
GLOBAL TECHNOLOGIES
CORP.
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(Exact
name of registrant as specified in its charter)
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New
York
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0-3319
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13-1784308
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Pine Aire Drive, Bay Shore, New
York
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11706
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (631)
231-6400
50B
N. Gary Avenue, Roselle,
IL 60172
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(Former
name or former address, if changed since last
report.)
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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
1.01.
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Entry
into a Material Definitive
Agreement.
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On
November 25, 2009 Del Global Technologies Corp. (the “Company”) announced that
on November 24, 2009, the Company entered into and consummated an Asset
Acquisition Agreement (the “Agreement”) with Del Medical Imaging Corp., a
wholly-owned subsidiary of the Company (“DMI”), U.M.G. Inc. (“UMG”) and Del
Medical, Inc. (the “Acquirer”), an affiliate of UMG, pursuant to which DMI
transferred certain assets and product lines of DMI to the
Acquirer.
Pursuant
to the Agreement, the Acquirer (i) assumed all of the Company’s and DMI’s
post-closing obligations in connection with the Company’s lease of its
facilities in Roselle, Illinois, (ii) accepted all of DMI’s inventory related to
the DMI business on a consignment basis, (iii) hired select DMI employees and
(iv) assumed certain other liabilities of the business, including outstanding
warranty obligations.
The
foregoing summary of the material terms of the Agreement is not complete and is
qualified in its entirety by the full text of the Agreement, which is filed as
Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference.
A copy of
the press release announcing the consummation of the Agreement is filed as
Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Item
9.01.
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Financial
Statements and
Exhibits.
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(d)
Exhibits
Exhibit No.
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Description
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10.1
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Asset
Acquisition Agreement dated as of November 24, 2009 by and among Del
Global Technologies Corp., Del Medical Imaging Corp., Del Medical, Inc.
and U.M.G. Inc.
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99.1
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Press
Release dated November 25, 2009
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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.
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Dated:
November 30, 2009
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By:
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/s/
Mark A. Zorko
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Name:
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Mark
A. Zorko
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Title:
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Chief
Financial Officer
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