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
DIGITAL POWER CORPORATION
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(Exact name of small business issuer as specified in its charter)
California 1-12711 94-1721931
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation or organization)
41920 Christy Street, Fremont, CA 94538-3158
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(Address of principal executive offices)
(510) 657-2635
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(Issuer's telephone number)
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 8 - Other Events
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Item 8.01 Other Events
Mr. Ben Zion Diamant, a stockholder of Telkoor Telecom, Ltd.
("Telkoor"), a limited liability company organized under the laws of
Israel and the largest shareholder of Digital Power Corporation (the
"Company"), entered into a settlement agreement (the "Settlement
Agreement") with Mr. David Amitai to settle and resolve all of the
parties' respective claims against each other. Pursuant to the
Settlement Agreement, Mr. Diamant purchased Mr. David Amitai's
shares in Telkoor; Mr. Amitai submitted his resignation from all his
positions as a director or an officer (if he had any) with the
Company, with Digital Power Limited, a wholly owned subsidiary of
the Company, and with Telkoor; and Mr. Yuval Menipaz resigned his
positions with the Company.
Telkoor is an Israeli corporation, primarily engaged in
developing, marketing, and selling power supplies and power
systems for the telecommunication equipment industry. Telkoor owns
2,661,261 shares of common stock.
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)