U.S. 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): February 2, 2006
California 1-12711 94-1721931 ---------- -------- ---------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) |
incorporation or organization)
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):
[ ] 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 5.02 Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers
(a) Pursuant to an agreement (the "Settlement Agreement") between Mr. Ben Zion Diamant and Mr. David Amitai to settle and resolve all of their respective claims against each other, Mr. Diamant purchased all of Mr. Amitai's shares in Telkoor Telecom, Ltd. ("Telkoor"), the largest shareholder of Digital Power Corporation (the "Company"). The Settlement Agreement resolves all disputes between Mr. Diamant and Mr. Amitai in connection with their holdings of shares and their officers and directors' positions in Telkoor and the Company. Upon the purchase of Mr. Amitai's shares by Mr. Diamant, and pursuant to the Settlement Agreement, Mr.Yuval Menipaz submitted his resignation, effective February 2, 2006. Mr. Menipaz was a member of the Company's Board of Directors, and a member of the Audit and Nomination committees. A copy of his resignation letter is attached herein.
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
(Registrant)
/s/ Jonathan Wax
Date: 02/08/06 __________________________
Jonathan Wax
Chief Executive Officer
(Principal Executive Officer)
|
February 2, 2006
Digital Power Corporation
Re: Resignation from Board of Directors and Waiver of Rights
I, the undersigned, hereby resign from the Board of Directors of Digital Power Corporation (the "Company" [or the "Companies"]).
My resignation shall be effective immediately upon the trustees (in Hebrew: "Ne'eman") (as this term is defined in the Share Purchase Agreement between Mr. David Amitai and Mr. Ben-Zion Diamant, dated as of 1/9/06 (the "Agreement")) dating of this resignation letter.
Me resignation is due to the purchase of control in the Company
[or Companies] pursuant to the provisions of the Agreement.
I, the undersigned, hereby declare that subject to my receipt of all amounts owed to me by the Company [Companies] under any applicable law, I hereby waive any claim and/or right of any kind whatsoever towards the Company [Companies], the Affiliates (in Hebrew: "Havarot Kshurot") (as this term is defined in the Agreement), and the Company's [Companies'] and/or the Affiliates' officers and shareholders.
Sincerely yours,