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): December 1014, 2012

DGT Holdings Corp.
(Exact name of registrant as specified in its charter)

New York	0-3319	13-1784308
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 520-2300

(Former name or former address, if changed since last report.)

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):

o 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))

Item 25.0208 ~~Results~~Shareholder ofDirector ~~Operations and Financial Condition~~Nominations.

On December 1014, 2012, the Board of Directors (the “Board”) of DGT Holdings Corp., a New York corporation (the “Company”), ~~posted~~determined ato ~~copy~~hold ofthe ~~its~~Company’s ~~earnings~~next ~~release~~annual ~~for~~meeting ~~the~~of ~~fiscal~~shareholders (the “2013 ~~first~~Annual ~~quarter~~Meeting”) ~~ended~~on ~~October~~February 2712, ~~2012~~2013 onat ~~its~~10:00 ~~website~~a.m., Eastern time, at ~~www.dgtholdings.com. A~~the ~~copy~~offices of ~~the~~Olshan ~~earnings~~Frome ~~release~~Wolosky isLLP, ~~being~~Park ~~furnished~~Avenue asTower, ~~Exhibit~~65 99East 55th Street, New York, New York 10022.1 The ~~hereto~~Board ~~and~~set isa ~~incorporated~~record ~~into~~date ~~this~~for ~~Item~~the ~~2.02~~2013 byAnnual ~~reference~~Meeting of January 8, 2013.

~~The~~As ~~information~~the indate ~~this~~of ~~Item~~the ~~2.02~~2013 Annual Meeting will be more than 30 calendar days after the anniversary of the Company’s last annual meeting of shareholders, the deadline for any shareholder proposal, including director nomination, intended to be considered at the ~~exhibit~~2013 ~~attached~~Annual ~~hereto,~~Meeting ishas ~~being~~been ~~furnished~~extended. As a result of such extension and ~~shall~~pursuant ~~not~~to bethe ~~deemed~~Company’s ~~“filed”~~Amended and Restated Bylaws, written notice from a shareholder interested in bringing business before the 2013 Annual Meeting or nominating a director candidate for ~~purposes~~election ofat ~~Section~~the 182013 ofAnnual Meeting, including any notice on Schedule 14N, must be received at the ~~Securities~~Company’s ~~Exchange~~principal ~~Act~~executive ofoffices ~~1934~~at c/o Steel Partners Holdings L.P., as590 ~~amended~~Madison Avenue, 32nd floor, New York, NY 10022, by no later than 5:00 p.m., Eastern time, on December 27, 2012 (the ~~“Exchange~~10th ~~Act”~~day following the day of which public announcement of the date of the 2013 Annual Meeting is first made). Any orsuch ~~otherwise~~written ~~subject~~notice must be directed to the ~~liabilities~~attention of ~~that~~the ~~section,~~Company’s Secretary and ~~shall~~comply ~~not~~with bethe ~~deemed~~applicable ~~incorporated~~advance bynotice ~~reference~~provisions ~~into~~of ~~any~~the ~~filing~~Company’s byAmended and Restated Bylaws. Shareholder proposals intended to be considered for inclusion in the Company’s ~~under~~proxy ~~the~~materials ~~Securities~~for ~~Act~~its of2013 ~~1933,~~Annual asMeeting ~~amended,~~must orcomply with the ~~Exchange~~requirements, ~~Act~~including the deadline, ~~unless~~set ~~specifically~~forth ~~identified~~above ~~therein~~as well as ~~being~~all ~~incorporated~~applicable rules and regulations promulgated by ~~reference~~the ~~therein~~Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibits

99.1 Earnings Release for the fiscal 2013 first quarter ended October 27, 2012.

SIGNATURES

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.

	DGT HOLDINGS CORP.
	(Registrant)
Date: December 11, 2012	By:	/s/ Terry Gibson
Date: December 17, 2012	By:	/s/ Terry Gibson
		Terry Gibson President, Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Exhibits

99.1 Earnings Release for the fiscal 2013 first quarter ended October 27, 2012.

Filing Compare · DGT Holdings Corp.