-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMlfeafJ1iMNSM0FQ4PZVSQ0vQcPRCpGN3rjOK6a9UXuK9dqHro5fgEEfw5XoElc il4hHczl3IKBpNMjwPeTqQ== 0000921895-07-000577.txt : 20070316 0000921895-07-000577.hdr.sgml : 20070316 20070316171757 ACCESSION NUMBER: 0000921895-07-000577 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070316 DATE AS OF CHANGE: 20070316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 131784308 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36626 FILM NUMBER: 07701174 BUSINESS ADDRESS: STREET 1: 11550 WEST KING STREET CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 847 2887000 MAIL ADDRESS: STREET 1: 11550 WEST KING STREET CITY: FRANKLIN PARK STATE: IL ZIP: 60131 FORMER COMPANY: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D/A 1 sc13da1101874072_03122007.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                    PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a)

                             (Amendment No. 11)(1)

                          DEL GLOBAL TECHNOLOGIES CORP.
 ------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.10 Par Value
 ------------------------------------------------------------------------------
                         (Title of class of securities)

                                   245073 10 1
 ------------------------------------------------------------------------------
                                 (CUSIP number)

                             WARREN G. LICHTENSTEIN
                             STEEL PARTNERS II, L.P.
                         590 Madison Avenue, 32nd Floor
                            New York, New York 10022
                                 (212) 520-2300
 ------------------------------------------------------------------------------
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                 March 12, 2007
 ------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)

      If the filing person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box |_|.

      Note.  Schedules filed in paper format shall include a signed original and
five copies of the schedule,  including  all exhibits.  SEE Rule 13d-7 for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 12 Pages)


- ------------
(1)   The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

      The information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 2 of 12 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  5,037,943
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   0
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              5,037,943
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              0
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    5,037,943
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.9%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 3 of 12 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  5,037,943
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   0
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              5,037,943
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              0
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    5,037,943
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.9%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 4 of 12 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                         (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*

                    OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 / /
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         7     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  5,037,943
  OWNED BY     -----------------------------------------------------------------
    EACH           8     SHARED VOTING POWER
 REPORTING
PERSON WITH                   0
               -----------------------------------------------------------------
                   9     SOLE DISPOSITIVE POWER

                              5,037,943
               -----------------------------------------------------------------
                  10     SHARED DISPOSITIVE POWER

                              0
- --------------------------------------------------------------------------------
    11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    5,037,943
- --------------------------------------------------------------------------------
    12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               / /
- --------------------------------------------------------------------------------
    13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    20.9%
- --------------------------------------------------------------------------------
    14         TYPE OF REPORTING PERSON*

                    IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 5 of 12 Pages
- ------------------------                                  ----------------------

            The following  constitutes  Amendment No. 11 ("Amendment  No. 11")
to the Schedule 13D filed by the  undersigned.  This  Amendment  No. 11 amends
the Schedule 13D as specifically set forth.

      Item 3 is hereby amended and restated to read as follows:

            The aggregate  purchase price of the 5,037,943 Shares owned by Steel
Partners II is  $8,543,927.  The Shares owned by Steel Partners II were acquired
with partnership funds.

      Item 5 is herby amended to add the following introductory paragraph:

            On February 27, 2007, Steel Partners II acquired 1,837,415 Shares at
a price of $1.05 per share, as described in Item 5(c), following the exercise of
Steel  Partners II's basic  subscription  privilege in connection  with Issuer's
subscription rights offering (the "Offering").  On March 12, 2007 Steel Partners
II also acquired an additional 1,362,112 Shares at a price of $1.05 per share as
part of its over-subscription privilege in connection with the Offering.

      Item 5(a) is hereby amended and restated to read as follows:

            (a)The aggregate  percentage of Shares reported owned by each person
named herein is based upon  24,054,756  Shares  outstanding,  which is the total
number of Shares outstanding as of March 13, 2007 as reported in Exhibit 99.1 to
the Issuer's  Current Report on Form 8-K, filed with the Securities and Exchange
Commission on March 13, 2007.

            As of the close of business  on March 15,  2007,  Steel  Partners II
beneficially  owned 5,037,943 Shares,  constituting  approximately  20.9% of the
Shares  outstanding.  As the general  partner of Steel Partners II, Partners LLC
may be deemed to beneficially  own the 5,037,943  Shares owned by Steel Partners
II,  constituting  approximately  20.9% of the Shares  outstanding.  As the sole
executive  officer and  managing  member of Partners  LLC,  which in turn is the
general  partner of Steel Partners II, Warren G.  Lichtenstein  may be deemed to
beneficially own the 5,037,943  Shares owned by Steel Partners II,  constituting
approximately 20.9% of the Shares outstanding.  Mr. Lichtenstein has sole voting
and  dispositive  power with  respect  to the  5,037,943  Shares  owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.

      Item 5(c) is hereby amended and restated to read as follows:

            Schedule B annexed  hereto lists all  transactions  in the Shares by
the Reporting Persons in the past 60 days.

      Item 7 is hereby amended to add the following exhibits:

            5. Joint  Filing  Agreement  by and among Steel  Partners  II, L.P.,
               Steel Partners,  L.L.C. and Warren G.  Lichtenstein,  dated March
               16, 2007.

            6. Powers of Attorney




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 6 of 12 Pages
- ------------------------                                  ----------------------


                                   SIGNATURES

      After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: March 16, 2007               STEEL PARTNERS II, L.P.

                                    By:  Steel Partners, L.L.C.,
                                         General Partner

                                    By:  /s/ Lauren Isenman
                                         --------------------------------------
                                         Lauren Isenman
                                         As Attorney in Fact for Warren G.
                                         Lichtenstein, Managing Member


                                    STEEL PARTNERS, L.L.C.

                                    By:  /s/ Lauren Isenman
                                         --------------------------------------
                                         Lauren Isenman
                                         As Attorney in Fact for Warren G.
                                         Lichtenstein, Managing Member


                                    /s/ Lauren Isenman
                                    --------------------------------------------
                                    LAUREN ISENMAN
                                    as Attorney In Fact for Warren G.
                                    Lichtenstein, Individually




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 7 of 12 Pages
- ------------------------                                  ----------------------



                                  EXHIBIT INDEX

                                                                            PAGE

1.    Joint Filing Agreement, dated March 20, 2003 (previously           ---
      filed).

2.    Director  Nomination Letter from Steel Partners II, L.P.           ---
      to Del Global  Technologies Corp., dated March 26, 2003,
      together   with  the  Joint   Filing  and   Solicitation
      Agreement  attached  thereto  as  Exhibit B  (previously
      filed).

3.    Director  Nomination Letter from Steel Partners II, L.P.           ---
      to Del Global  Technologies Corp., dated April 18, 2003,
      together with the Amended and Restated  Joint Filing and
      Solicitation  Agreement  attached  thereto  as Exhibit A
      (previously filed).

4.    Letter  from Steel  Partners  II,  L.P.  to the Board of           ---
      Directors of Del Global  Technologies  Corp.  dated July
      31, 2003 (previously filed).

5.    Joint Filing  Agreement by and among Steel  Partners II,            9
      L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein,
      dated March 16, 2007.

6.    Powers of Attorney                                               10 - 11




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 8 of 12 Pages
- ------------------------                                  ----------------------


SCHEDULE B


                Transactions in the Shares in the Past 60 Days
                ----------------------------------------------

  Shares of Common Stock            Price Per                  Date of
         Purchased                   Share($)                 Purchase
         ---------                   --------                 --------

                             STEEL PARTNERS II, L.P.
                             -----------------------

        1,837,415*                   $1.0500                  02/27/07
        1,362,112**                  $1.0500                  03/12/07


                             STEEL PARTNERS, L.L.C.
                             ----------------------

                                      None

                             WARREN G. LICHTENSTEIN
                             ----------------------

                                      None



      * Shares were  acquired by Steel  Partners II  following  the  exercise of
Steel  Partner II's basic  subscription  privilege in  connection  with Issuer's
subscription rights offering (the "Offering").

      ** Shares were  acquired by Steel  Partners II  following  the exercise of
Steel Partners II's over-subscription privilege in connection with the Offering.




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 9 of 12 Pages
- ------------------------                                  ----------------------


                             JOINT FILING AGREEMENT

            In  accordance  with  Rule  13d-1(k)(1)(iii)  under  the  Securities
Exchange  Act of 1934,  as amended,  the persons  named below agree to the joint
filing on behalf of each of them of a Statement  on Schedule 13D dated March 16,
2007  (including  amendments  thereto)  with  respect to the Common Stock of Del
Global  Technologies  Corp.  This Joint  Filing  Agreement  shall be filed as an
Exhibit to such Statement.

Dated: March 16, 2007               STEEL PARTNERS II, L.P.

                                    By:  Steel Partners, L.L.C.,
                                         General Partner

                                    By:  /s/ Lauren Isenman
                                         --------------------------------------
                                         Lauren Isenman
                                         As Attorney in Fact for Warren G.
                                         Lichtenstein, Managing Member


                                    STEEL PARTNERS, L.L.C.

                                    By:  /s/ Lauren Isenman
                                         --------------------------------------
                                         Lauren Isenman
                                         As Attorney in Fact for Warren G.
                                         Lichtenstein, Managing Member


                                    /s/ Lauren Isenman
                                    --------------------------------------------
                                    LAUREN ISENMAN
                                    as Attorney In Fact for Warren G.
                                    Lichtenstein, Individually




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 10 of 12 Pages
- ------------------------                                  ----------------------


                                POWER OF ATTORNEY

      Know  all  by  these  presents,   that  each  of  the  undersigned  hereby
constitutes and appoints LAUREN ISENMAN signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned all documents  relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

      2. do and  perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

      3. take any other action of any type  whatsoever  in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

      This  Power of  Attorney  shall  remain  in full  force and  effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.

STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.          By: /s/ Warren G. Lichtenstein
    General Partner                     --------------------------
                                        Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein          Managing Member
    --------------------------
    Warren G. Lichtenstein          /s/ Warren G. Lichtenstein
    Managing Member                 --------------------------
                                    Warren G. Lichtenstein





- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 11 of 12 Pages
- ------------------------                                  ----------------------


                                POWER OF ATTORNEY

      Know  all  by  these  presents,   that  each  of  the  undersigned  hereby
constitutes and appoints JACK L. HOWARD signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned all documents  relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

      2. do and  perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

      3. take any other action of any type  whatsoever  in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

      This  Power of  Attorney  shall  remain  in full  force and  effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.

STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.          By: /s/ Warren G. Lichtenstein
    General Partner                     --------------------------
                                        Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein          Managing Member
    --------------------------
    Warren G. Lichtenstein          /s/ Warren G. Lichtenstein
    Managing Member                 --------------------------
                                    Warren G. Lichtenstein




- ------------------------                                  ----------------------
CUSIP No. 245073 10 1                 13D                    Page 12 of 12 Pages
- ------------------------                                  ----------------------

                                POWER OF ATTORNEY

      Know  all  by  these  presents,   that  each  of  the  undersigned  hereby
constitutes and appoints STEVEN WOLOSKY signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

      1. execute for and on behalf of the undersigned all documents  relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

      2. do and  perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

      3. take any other action of any type  whatsoever  in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

      This  Power of  Attorney  shall  remain  in full  force and  effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.

STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

By: Steel Partners, L.L.C.          By: /s/ Warren G. Lichtenstein
    General Partner                     --------------------------
                                        Warren G. Lichtenstein
By: /s/ Warren G. Lichtenstein          Managing Member
    --------------------------
    Warren G. Lichtenstein          /s/ Warren G. Lichtenstein
    Managing Member                 --------------------------
                                    Warren G. Lichtenstein


-----END PRIVACY-ENHANCED MESSAGE-----