Del Global Technologies Corp. Adopts Shareholder Rights Plan.FRANKLIN PARK Franklin Park, village (1990 pop. 18,485), Cook co., NE Ill., a suburb of Chicago; inc. 1892. It is chiefly residential. , Ill. -- Del Global Technologies Corp. (DGTC) ("Del Global" or "the Company") today announced that its Board of Directors has adopted a shareholder rights plan that is primarily designed to protect the Company's net operating loss carryforwards Net operating loss carryforwards Application of losses to offset earnings in future years. ("NOLs") for tax purposes. NOLs are past losses that a corporation can use to reduce its current or future taxable income Under the federal tax law, gross income reduced by adjustments and allowable deductions. It is the income against which tax rates are applied to compute an individual or entity's tax liability. The essence of taxable income is the accrual of some gain, profit, or benefit to a taxpayer. . The Company's ability to use the NOLs could be substantially reduced if the Company experiences an "ownership change," as defined under Section 382 of the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. (the "Code"). "After careful consideration, the Company's Board of Directors has determined that it is in the best interests of the Company and all of its stockholders to adopt the rights plan at this time," said James A. Risher, President and Chief Executive Officer of the Company. "NOLs have become an increasingly valuable asset to the Company and its stockholders, and we hope that the rights plan will help safeguard the availability of this asset to the Company. However, while the rights plan has been designed to protect the NOLs to the extent possible, it cannot ensure the protection of the NOLs." The rights plan is designed to deter any person or group from becoming a 4.99 percent or greater beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of the Company's Common Stock. The rights plan also discourages, with certain exceptions, existing 4.99 percent or greater beneficial owners from acquiring any additional shares of Common Stock. Section 382 generally restricts the use of NOLs after an "ownership change" to an annual 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". The percentage of stock owned is calculated by dividing a person or group's share ownership over the total stock outstanding. The terms of the rights plan permit the Board of Directors, in its discretion, to determine that a particular person's beneficial ownership of 4.99% or more of the Company's Common Stock will not jeopardize jeop·ard·ize tr.v. jeop·ard·ized, jeop·ard·iz·ing, jeop·ard·izes To expose to loss or injury; imperil. See Synonyms at endanger. or endanger the Company's NOLs, and to exempt such person's ownership of shares from triggering the rights plan. As part of the adoption of the rights plan, the Company's Board of Directors declared a dividend of one right for each share of Common Stock held of record as of the close of business on February 2, 2007 payable on February 2, 2007. The rights may cause substantial dilution to a person or group that attempts to acquire 4.99 percent or greater of the Company's Common Stock on terms not approved by the Board of Directors. Acquisitions of the Company's Common Stock that would otherwise trigger the rights under the terms of the plan are permitted where the entire Board of Directors has determined, prior to consummation, that the transaction is fair to and in the best interests of the Company's stockholders. In addition, the Board of Directors may redeem all but not less than all of the rights, in its discretion, at a redemption price Redemption price See: Call price redemption price 1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share. 2. of $0.01 per right at any time until the close of business on the later of (i) the "distribution date" under the terms of the rights plan and (ii) "share acquisition date" under the terms of the rights plan. Additional information regarding the rights plan and the common stock purchase rights are or will be contained in a Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. and in a Registration Statement on Form 8-A that the Company has filed or will be filing with the Securities and Exchange Commission (the "SEC"). These filings will be available on the SEC's web site at www.sec.gov. In addition, the Company will mail, as soon as practicable, a "Summary of the Rights" to its holders of record on February 2, 2007 which will describe the material terms of the rights plan. Statements in this release that express a belief, expectation or intention, as well as those which are not historical fact, are forward looking. They involve a number of risks and uncertainties, which may cause actual results to differ materially from such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . For more information about these risks and uncertainties, please refer to the Company's annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended July 29, 2006, and other filings with the Securities and Exchange Commission. ABOUT DEL GLOBAL TECHNOLOGIES Del Global Technologies Corp. is primarily engaged in the design, manufacture and marketing of high performance diagnostic imaging systems for medical, dental and veterinary applications through the Del Medical Systems Group. Through its U.S. based Del Medical Imaging Corp. and Milan, Italy based Villa Sistemi Medicali S.p.A. subsidiaries the Company offers a broad portfolio of general radiographic radiographic (rā´dēōgraf´ik), adj relating to the process of radiography, the finished product, or its use. , radiographic/fluoroscopic, portable x-ray and digital radiographic systems to the global marketplace. Through its RFI (Radio Frequency Interference) High-frequency electromagnetic waves that emanate from electronic devices such as chips. RFI - Radio Frequency Interference subsidiary, Del Global manufactures proprietary high-voltage power conversion subsystems including electronic filters, high voltage The term high voltage characterizes electrical circuits, in which the voltage used is the cause of particular safety concerns and insulation requirements. High voltage is used in electrical power distribution, in cathode ray tubes, to generate X-rays and particle beams, to capacitors, pulse modulators, transformers and reactors, and a variety of other products designed for industrial, medical, military and other commercial applications. The company's web site is www.delglobal.com. |
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