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 16, 2001
DIGITAL POWER CORPORATION
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(Exact name of registrant as specified in its charter)
California 1-12711 94-1721931
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation)
41920 Christy Street, Fremont, California 94538-3158
(Address of principal executive offices)
(510) 657-2635
(Registrant's telephone number, including area code)
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Item 1. Change in Control of Registrant
Digital Power Corporation, a California corporation (the "Company")
announces completion of its securities purchase agreement with Telkoor Telecom
Ltd., a limited liability company organized under the laws of Israel. Under the
securities purchase agreement, Telkoor Telecom acquired (i) 1,250,000 shares of
common stock (ii) a warrant to purchase an additional 900,000 shares of common
stock at $1.25 per share; and (iii) a warrant to purchase an additional
1,000,000 shares of common stock at $1.50 per share for the aggregate purchase
price of $1,250,000. The 900,000 share warrant will expire sixty (60) days after
the Company files its Form 10-KSB for the year ending December 31, 2002 and the
1,000,000 share warrant will expire on December 31, 2003.
Further, pursuant to the securities purchase agreement, the Company's Board
of Directors now consists of Mr. Ben-Zion Diamant, Chairman of the Board, Mr.
David Amitai Mr. Mark L. Thum , Mr. Robert O. Smith and Mr. Scott McDonald. Mr.
Amitai has also been appointed as President and Chief Executive Officer, and Mr.
Uri Friedlander has been appointed Chief Financial Officer. Mr. Robert Smith,
the Company's previous President and Chief Executive Officer will serve as a
consultant to the Company. Prior directors of the Board of Directors who
consisted of Messrs. Chris Schofield, Thomas O'Neil, Jr. and Robert Boschert
have resigned. Further, Mr. Philip Swany has also resigned as Chief Financial
Officer and effective December 31, 2001, Mr. Chris Schofield will no longer be
associated with Digital Power Limited.
Telkoor Telecom is an Israeli corporation, primarily engaged in developing,
marketing and selling power supplies and power systems for the telecommunication
equipment industry. Telkoor Telecom used its own funds to purchase the
securities. Telkoor Telecom's initial investment of 1,250,000 shares represents
approximately 28% of the outstanding shares, with the right to increase their
ownership to 49%, assuming all of the warrants are exercised.
Item 9. Regulation FD Disclosure
Exhibit No. Exhibit Description
99.1 Press release announcing agreement with Telkoor
Telecom Ltd. dated November 20, 2001.
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SIGNATURE
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.
DIGITAL POWER CORPORATION,
a California Corporation
Dated: November 20, 2001 /s/ David Amitai
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David Amitai,
Chief Executive Officer