Amendment No. 1 to Rights Agreement between Del Global Technologies Corp. and Mellon Investor Services LLC (July 25, 2003)

 EXHIBIT 4.01 AMENDMENT NO. 1 to RIGHTS AGREEMENT AMENDMENT NO. 1 dated as of July 25, 2003 (this "AMENDMENT") to the Rights Agreement dated as of September 10, 2001 (the "RIGHTS AGREEMENT") between DEL GLOBAL TECHNOLOGIES CORP., a New York corporation (the "COMPANY"), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have previously entered into the Rights Agreement; WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to a Distribution Date (as defined in the Rights Agreement), the Company may from time to time supplement or amend any provision of the Rights Agreement without the approval of any holders of Rights in accordance with the terms of Section 27; WHEREAS, a Distribution Date has not occurred as of the date hereof; and 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 Rights Agreement as hereinafter set forth and has duly approved this Amendment and authorized its execution and delivery; 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 Rights Agreement, and each reference in the Rights Agreement to "this Agreement", "hereof", "herein", "hereunder" or "hereby" and each other similar reference shall be deemed to refer to the Rights Agreement as amended hereby. 2. Section 1 of the Rights Agreement is hereby amended by amending and restating the definition of "Final Expiration Date" to read in its entirety as follows: "Final Expiration Date" shall mean September 30, 2003. 3. Exhibit A to the Rights Agreement is hereby amended by amending and restating such Exhibit to read in its entirety as set forth in Attachment 1 hereto. 4. Exhibit B to the Rights Agreement is hereby amended by amending and restating such Exhibit to read in its entirety as set forth in Attachment 2 hereto. 5. 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.  6. 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. 7. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect. [Remainder of Page Intentionally Left Blank]  IN WITNESS WHEREOF, this Amendment is executed as of the date first set forth above. DEL GLOBAL TECHNOLOGIES CORP. By: /s/ Thomas V. Gilboy --------------------- Name: Thomas V. Gilboy Title: Secretary MELLON INVESTOR SERVICES LLC By: /s/ Frank R. Misciagna -------------------------------- Name: Frank R. Misciagna Title: Assistant Vice President  ATTACHMENT 1 EXHIBIT A FORM OF RIGHTS CERTIFICATE Certificate No. R- __________ Rights NOT EXERCISABLE AFTER THE EARLIER OF (i) SEPTEMBER 30, 2003, (ii) THE DATE TERMINATED BY THE COMPANY OR (iii) THE DATE THE COMPANY EXCHANGES THE RIGHTS PURSUANT TO THE RIGHTS AGREEMENT. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH RIGHTS AGREEMENT.]* RIGHTS CERTIFICATE DEL GLOBAL TECHNOLOGIES CORP. This certifies that __________________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of September 10, 2001, (as amended, the "Rights Agreement"), between Del Global Technologies Corp., a New York corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on September 30, 2003 at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one fully paid and non-assessable share of Common Stock, par value $0.10 per share (the "Common Shares"), of the Company, at an Exercise Price of $25.00 per Common Share (the "Exercise Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the - -------- * The portion of the legend in bracket shall be inserted only if applicable and shall replace the preceding sentence.  number of Common Shares which may be purchased upon exercise hereof) set forth above are the number and Exercise Price as of September 17, 2001, based on the Common Shares as constituted at such date. As provided in the Rights Agreement, the Exercise Price and the number and kind of Common Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office of the Rights Agent. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company, at its option, at a redemption price of $0.01 per Right or (ii) may be exchanged by the Company in whole or in part for Common Shares, substantially equivalent rights or other consideration as determined by the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate amount of securities as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. No fractional portion of less than one Common Share will be issued upon the exercise of any Right or Rights evidenced hereby but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.  WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ______. ATTEST: DEL GLOBAL TECHNOLOGIES CORP. - ------------------------------- ---------------------------------- By: By: Its: Secretary Its: MELLON INVESTOR SERVICES LLC, Rights Agent - ---------------------------------- By: Its:  EXHIBIT A Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto__________________________________________________________________________ (Please print name and address of transferee) - ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: _____________, ____ ----------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.  CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [_] is [_] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person, or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [_] did [_] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: _____________, ____ ----------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.  Form of Reverse Side of Rights Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate) To: ___________________ The undersigned hereby irrevocably elects to exercise ____________________ Rights represented by this Rights Certificate to purchase the number of Common Shares issuable upon the exercise of such Rights and requests that certificates for such number of Common Shares issued in the name of: Please insert social security or other identifying number - -------------------------------------------------------------------------------- (Please print name and address) - -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number - -------------------------------------------------------------------------------- (Please print name and address) Dated: _____________, ____ ----------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.  CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [_] are [_] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [_] did [_] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: _____________, ____ ----------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.  Form of Reverse Side of Rights Certificate -- continued NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.  ATTACHMENT 2 EXHIBIT B RIGHTS AGREEMENT DEL GLOBAL TECHNOLOGIES CORP. Summary of Rights Distribution Date; Transfer of Pursuant to a Rights Agreement (as amended, Rights; Rights Certificates: the "Rights Agreement"), the Board of Directors has declared a dividend of one Right for each share of Common Stock of Del Global Technologies Corp. (the "Company") outstanding. Prior to the Distribution Date referred to below, the Rights will be evidenced by and trade with the certificates for the Common Stock. After the Distribution Date, the Company will mail Rights certificates to the Company's shareholders and the Rights will become transferable apart from the Common Stock. Distribution Date: Rights will separate from the Common Stock and become exercisable following (a) the tenth business day (or such later date as may be determined by the Company's Board of Directors) after a person or group (other than those exempted under the Rights Agreement) acquires beneficial ownership of 20% or more of the Company's Common Stock or (b) the tenth business day (or such later date as may be determined by the Company's Board of Directors) after a person or group announces a tender or exchange offer, the consummation of which would result in ownership by a person or group of 20% or more of the Company's Common Stock. Common Stock Purchaseable After the Distribution Date, but before an upon Exercise of Rights: acquiror obtains 20% or more of the Company's Common Stock, each Right will entitle the holder to purchase for $ 25.00 (the "Exercise Price"), one share of the Company's Common Stock.  Flip-In: If an acquiror, other than those exempted under the Rights Agreement, obtains 20% or more of the Company's Common Stock (an "Acquiring Person"), then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of the Company's Common Stock having a then-current market value of twice the Exercise Price. For example, at an exercise of $25 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in this paragraph would entitle its holder to purchase $50 worth of Common Stock (or other consideration, as noted above) for $25. Assuming that the Common Stock had a per share market value of $5 at such time, the holder of each valid Right would be entitled to purchase 10 shares of Common Stock with a cumulative value of $50. Flip-Over: If, after an Acquiring Person obtains 20% or more of the Company's Common Stock, (a) the Company merges into another entity, (b) an acquiring entity merges into the Company or (c) the Company sells more than 50% of the Company's assets or earning power, then each Right (other than Rights owned by an Acquiring Person or its affiliates) will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock of the person engaging in the transaction having a then current market value of twice the Exercise Price. Exchange Provision: At any time after the date on which an Acquiring Person obtains 20% or more of the Company's Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio  of one share of Common Stock per Right (subject to adjustment). Redemption of the Rights: Rights will be redeemable at the Company's option for $0.01 per Right at any time on or prior to the tenth day (or such later date as may be determined by the Company's Board of Directors) after public announcement that a Person has acquired beneficial ownership of 20% or more of the Company's Common Stock (the "Shares Acquisition Date"). Expiration of the Rights: The Rights expire on the earliest of September 30, 2003 or redemption or exchange of the Rights as described above. Amendment of Terms of The terms of the Rights and the Rights Rights: Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person). Voting Rights: Rights will not have any voting rights. Anti-Dilution Provisions: Rights will have the benefit of certain customary anti-dilution provisions. Taxes: The Rights distribution should not be taxable for federal income tax purposes. However, following an event which renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income. The foregoing is a summary of certain principal terms of the Rights Agreement, as amended. It may be further amended from time to time. A copy of the Rights Agreement was filed with the Securities and Exchange Commission ("SEC") as an Exhibit to a Registration Statement on Form 8-A dated September 10, 2001. A copy of the Rights Agreement is available free of charge from the Company.