EXHIBIT 99.02
AMENDMENT NO. 1
to
WARRANT AGREEMENT
AMENDMENT NO. 1 dated as of July 9, 2004 (this "AMENDMENT") to the
Warrant Agreement dated as of March 23, 2002 (the "WARRANT AGREEMENT") between
DEL GLOBAL TECHNOLOGIES CORP., a New York corporation (the "Company"), and
MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Warrant
Agent (the "WARRANT AGENT").
WHEREAS, by Stipulation of Settlement dated as of October 18, 2001
(the "Settlement"), the securities class action XXXXX, ET. AL. V. DEL GLOBAL
TECHNOLOGIES CORP., ET. AL., 00 CV8490 (S.D.N.Y., X. XxXxxxx) was settled;
WHEREAS, pursuant to the Settlement, among other consideration, the
Company issued the Warrants;
WHEREAS, the Warrant Agreement provided that the Company was to "use
its best efforts to secure the effective registration" of the common stock
underlying the Warrants;
WHEREAS, as of February 5, 2004, the common stock underlying the
Warrants had not yet been registered with the Securities and Exchange
Commission;
WHEREAS, on or about February 6, 2004, plaintiffs' Lead Counsel
filed a Motion for Summary Judgment (the "Motion") seeking relief and damages as
a result of the fact that the common stock underlying the Warrants had yet to be
registered;
WHEREAS, the parties have resolved their differences and settled the
Motion and any and all disputes which remained among them;
WHEREAS, as part of such settlement, the Company agreed to modify
the exercise or "strike" price to purchase shares of common stock of the Company
upon exercise of the Warrants from $2.00 per share to $1.50 per share and to
extend the Expiration Date by one year to March 28, 2009;
WHEREAS, the Company and the Warrant Agent have previously entered
into the Warrant Agreement;
WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company and its shareholders to amend the
Warrant Agreement as hereinafter set forth in order to effect the terms of the
settlement and has duly approved this Amendment and authorized its execution and
delivery; and
WHEREAS, the certificates for the Warrants shall be deemed amended
to reflect the terms of this Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given to them in the Warrant Agreement, and each
reference in the Warrant Agreement to "this Agreement", "hereof", "herein",
"hereunder" or "hereby" and each other similar reference shall be deemed to
refer to the Warrant Agreement as amended hereby.
2. All references to "$2.00" in Section 2.1 of the Warrant
Agreement are hereby amended to be "$1.50."
3. The first sentence of Section 2.2 of the Warrant Agreement is
hereby amended by replacing the reference to "March 28, 2008" with "March 28,
2009".
4. This Amendment shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
5. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
6. Except as expressly amended hereby, the Warrant Agreement shall
remain in full force and effect.
2
IN WITNESS WHEREOF, this Amendment is executed as of the date first
set forth above.
DEL GLOBAL TECHNOLOGIES CORP.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Financial Officer
MELLON INVESTOR SERVICES LLC
By: Xxxxx X. Misciargna
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Name: Xxxxx X. Misciargna
Title: Vice President and
Senior Client Service Manager
