8-K

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): September 9, 2009

POINT BLANK SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware	001-13112	11-3129361
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2102 SW 2nd Street, Pompano Beach, Florida		33069
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 630-0900

N/A

(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):

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2009, the Board of Directors (the “Board”) of Point Blank Solutions, Inc. (the “Company”) appointed James R. Henderson to serve as the Company’s Chief Executive Officer, effective September 1, 2009.  Mr. Henderson had been the Company’s Acting Chief Executive Officer since April 2009 and has been Chairman of the Board since August 2008.

Mr. Henderson will serve as the Company’s Chief Executive Officer pursuant to a management services agreement that the Company intends to enter into with SP Corporate Services, LLC (“SP Corporate Services”), an affiliate of Steel Partners LLC (“Steel Partners”).  Pursuant to such agreement, the Company will pay SP Corporate Services $37,500 per month as consideration for Mr. Henderson’s services, and will reimburse it for certain of Mr. Henderson’s living expenses, including but not limited to certain of his relocation, housing and automobile expenses.  It is expected that such agreement will also provide for potential incentive bonus payments to SP Corporate Services.  On September 9, 2009, as additional consideration for Mr. Henderson’s services, the Board granted Mr. Henderson options to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.70 per share, the closing price on the grant date.  The options vest as follows: 10% on the grant date, an additional 30% on the first anniversary of the grant date, an additional 30% on the second anniversary of the grant date, and the remaining 30% on the third anniversary of the grant date.  The options expire on September 9, 2019.  Mr. Henderson will continue to receive a $75,000 annual retainer (payable in cash and stock) as consideration for his service as Chairman of the Board, pursuant to the Company’s Board of Directors Compensation Policy.

Mr. Henderson is a Managing Director and operating partner of Steel Partners.  At the Company’s 2008 Annual Meeting of Stockholders held on August 19, 2008 (the “2008 Annual Meeting”), the Company’s stockholders elected a slate of directors that included two employees of Steel Partners, the manager of Steel Partners II, L.P. (“SP II”).  SP II reported in its Schedule 13D with respect to its investment in the Company, originally filed with the SEC on February 11, 2008 and subsequently amended, most recently on July 17, 2009, that it owns approximately 4.2% of the Company’s outstanding common stock.  SP II and its affiliates also own approximately 34.8% of JPS Industries, Inc. (“JPS”), a supplier of ballistic materials from whom the Company has historically made and continues to make purchases of materials.  During the period between February 1, 2008 through December 31, 2008, the Company made purchases with an aggregate value of approximately $33 million from JPS.  The Company owed JPS approximately $1.1 million and $54,000 as of December 31, 2008 and June 30, 2009, respectively.

Mr. Henderson, age 51, had been the Company’s Acting Chief Executive Officer since April 2009 and has been Chairman of the Board since August 2008.  Mr. Henderson is a Managing Director and operating partner of Steel Partners, a global management firm.  He has been associated with Steel Partners and its affiliates since August 1999.  Mr. Henderson has been the Executive Vice President of SP Acquisition Holdings, Inc., a company formed for the purpose of acquiring one or more businesses or assets, since February 2007.  Mr. Henderson has been a director of Del Global Technologies Corp., a designer and manufacturer of medical imaging and diagnostic systems and power conversion subsystems and components, since November 2003.  He has been a director of BNS Holding, Inc., a holding company that owns the majority of Collins Industries, Inc., a manufacturer of school buses, ambulances and terminal trucks, since June 2004.  He has been a director of GenCorp Inc., a manufacturer of aerospace and defense products and systems with a real estate business segment, since March 2007 and Chairman of the Board since May 2008.  Mr. Henderson has been a director of SL Industries, Inc., a designer, manufacturer and marketer of power electronics, motion control, power protection and specialized communication equipment, since January 2002.  He was a director of Angelica Corporation, a provider of healthcare linen management services, from August 2006 to August 2008.  Mr. Henderson was a director and Chief Executive Officer of a predecessor entity of Steel Partners Holdings L.P., a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies (“SPH”), from June 2005 to April 2008, President and Chief Operating Officer from November 2003 to April 2008, and Vice President of Operations from September 2000 to December 2003.  He was also the Chief Executive Officer of WebBank, a wholly-owned subsidiary of SPH, from November 2004 to May 2005.  He was a director of ECC International Corp., a manufacturer and marketer of computer controlled simulators for training personnel to perform maintenance and operation procedures on military weapons, from December 1999 to September 2003, and was acting Chief Executive Officer from July 2002 to March 2003.  Mr. Henderson has been the President of Gateway Industries, Inc., a provider of database development and website design and development services, since December 2001.  From January 2001 to August 2001, he was President of MDM Technologies, Inc., a direct mail and marketing company.

Item 8.01. Other Events.

On September 14, 2009, the Company issued a press release announcing Mr. Henderson’s appointment as the Company’s Chief Executive Officer.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated September 14, 2009.

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.

	POINT BLANK SOLUTIONS, INC.
Dated: September 15, 2009	By:	/s/ Michelle Doery
	Name:	Michelle Doery
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

  NEWS FROM POINT BLANK SOLUTIONS, INC. 2102 SW 2nd Street • Pompano Beach, FL 33069 Tel: 954-630-0900 • www.pointblanksolutionsinc.com

FOR IMMEDIATE RELEASE

POINT BLANK SOLUTIONS APPOINTS JAMES R. HENDERSON CHIEF EXECUTIVE OFFICER

Pompano Beach, FL, September 14, 2009 – Point Blank Solutions, Inc. (“PBSI”, OTC Pink Sheets: PBSO.PK), a leader in the field of protective body armor, announced today the appointment of James R. Henderson as Chief Executive Officer, effective immediately.  Mr. Henderson had been serving as Acting CEO since April 2009, and has been serving as Chairman of the Board of Directors since August 2008.

“We have been working diligently to improve both our competitive and financial position this year and have accomplished a great deal.  I am confident the team we have in place will help us further build our domestic and international market share, while generating increased value for all shareholders. I believe in Point Blank’s future and look forward to taking on this role as CEO,” stated Mr. Henderson.

ABOUT POINT BLANK SOLUTIONS, INC.

Point Blank Solutions, Inc. is a leader in the design and production of technologically advanced body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is also recognized as the largest producer of soft body armor in the U.S. With state-of-the-art manufacturing and laboratory testing facilities, strategic technology and marketing alliances, and an ongoing commitment to drive innovation, Point Blank Solutions believes that it can deliver the most advanced body armor solutions, quicker and better than anyone in the industry. The Company maintains facilities in Pompano Beach, FL and Jacksboro, TN. To learn more about Point Blank Solutions, Inc. visit our website at www.PointBlankSolutionsInc.com.

SAFE HARBOR STATEMENT

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THE STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED LARGELY ON THE COMPANY'S EXPECTATIONS AND ARE SUBJECT TO VARIOUS BUSINESS RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL. WORDS SUCH AS "EXPECTS," "ANTICIPATES," "TARGETS," "GOALS," "PROJECTS," "INTENDS," "PLANS," "BELIEVES," "SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS, AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS THAT SPEAK AS OF THE DATE HEREOF AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY AND ADVERSELY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, (1) CHANGES IN THE COMPANY'S INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (2) UNCERTAINTY OF FUTURE FINANCIAL RESULTS, (3) ADDITIONAL FINANCING REQUIREMENTS, (4) DEVELOPMENT OF NEW PRODUCTS, (5) GOVERNMENT APPROVAL AND CONTRACTING PROCESSES, (6) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (7) TECHNOLOGICAL CHANGES, (8) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS, (9) THE OUTCOME AND IMPACT OF LITIGATION TO WHICH THE COMPANY IS A PARTY AND THE SECURITIES AND EXCHANGE COMMISSION AND OTHER INVESTIGATIONS REGARDING THE COMPANY, (10) TURNOVER IN THE COMPANY'S SENIOR MANAGEMENT AND (11) OTHER UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, WITHOUT LIMITATION, THOSE UNCERTAINTIES AND RISKS DISCUSSED IN DETAIL IN "RISK FACTORS," IN THE COMPANY'S PERIODIC REPORTS ON FORMS 10-K AND 10-Q. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGE IN THE EXPECTATIONS OF OUR MANAGEMENT WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED.

Company Contact:                                                                         Media Contact:

Michelle Doery, Chief Financial Officer                                     Glenn Wiener, Media Relations

Tel: 954-630-0900                                                                           Tel: 212-786-6011 / Email: gwiener@GWCco.com

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