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): May 15, 2006 DIGITAL POWER CORPORATION ------------------------- (Exact name of small business issuer as specified in its charter) California 1-12711 94-1721931 ---------- -------- ---------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation or organization) 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 2 - Financial Information --------------------------------- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION Digital Power Corporation announced its results for the first quarter ended March 31, 2006, on the press release attached as Exhibit 99. Section 9 - Financial Statements and Exhibits --------------------------------------------- ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Exhibit Description ----------- ------------------------------------------------ 99 Press release dated May 15, 2006, titled "Digital Power Reports Financial Results for the First Quarter Ended March 31, 2006" 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: May 15, 2006 /s/ Leo Yen --------------------------- Leo Yen, Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Exhibit Description ----------- ------------------------------------------------- 99 Press release dated May 15, 2006, titled "Digital Power Reports Financial Results for the First Quarter Ended March 31, 2006"