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 8, 2006
DIGITAL POWER CORPORATION
(Exact name of small business issuer as specified in its charter)
California 1-12711 94-1721931
---------------------------- --------------------- -------------
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification No.)
41920 Christy Street, Fremont, CA 94538-3158
--------------------------------------------
(Address of principal executive offices)
(510) 657-2635
--------------
(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 3 - Securities and Trading Markets
------------------------------------------
Item 3.02 Unregistered Sales of Equity Securities.
On February 3, 2005, Telkoor Telecom Ltd. ("Telkoor"), an Israeli
limited liability company, loaned Digital Power Corporation (the
"Company") $250,000 through a Convertible Note. 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. On February 8, 2006, Telkoor has
exercised its right to convert the debt to common stock at $1.06
per share and received 235,849 shares of common stock of the
Company. See the attached Notice of Exercise as Exhibit 20 and
a Press Release as Exhibit 99.
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. After
the conversion, Telkoor owns 2,897,110 shares of common stock.
Section 9 - Financial Statements and Exhibits
---------------------------------------------
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
------------------- --------------
10 Notice of Exercise
99 Press Release dated February 14, 2005,
titled "Digital Power Announces Telkoor
Exercise of Convertible Note into 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: 02/14/06 _______________________________
Jonathan Wax
Chief Executive Officer
(Principal Executive Officer)