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 5 - Corporate Governance and Management
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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)