UNITED STATES
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 3, 2005
DIGITAL POWER CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
California 1-12711 94-1721931
---------- ------- ----------
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
41920 Christy Street, Fremont, California 94538-3158
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(510) 657-2635
--------------
(Registrant's telephone number, including area code)
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))
Section 2 - Financial Information
---------------------------------
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Of-Balance Sheet Arrangement of a Registrant
On February 3, 2005, Telkoor Power Ltd. ("Telkoor"), an Israeli limited
liability company, loaned Digital Power Corporation (the "Company") $250,000
through a Convertible Note. Telkoor is the Company's largest shareholder and is
primarily engaged in developing, marketing and selling power supplies and power
systems for the telecommunication equipment industry. Under the terms of the
convertible note, Telkoor loaned $250,000 interest free until the tenth business
day after the Company announced its financial results for fiscal 2005. Telkoor
has the right to convert the debt to common stock at $1.06 per share. The loan
will automatically convert at $1.06 per share if the Company meets its set
budget for the fiscal year 2005. For more information, see the attached
Convertible Note as Exhibit 4 and Press Release as Exhibit 99.
Section 9 - Financial Statements and Exhibits
---------------------------------------------
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
-------------- -----------
4 Convertible Note [Form of]
99 Press Release dated February 9, 2005 titled "Digital
Power Corporation signed $250,000 Convertible Note
with Telkoor Power Ltd.
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: February 9, 2005 /s/ Jonathan Wax
---------------- -----------------------------
Jonathan Wax,
Chief Executive Officer
(Principal Executive Officer)