8-K 1 form8k.txt FORM 8-K DATED JANUARY 14, 2002 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) January 14, 2002 DHB INDUSTRIES, INC. ____________________ (Exact name of registrant as specified in its charter) DELAWARE 0-22429 11-3129361 ____________________________ ______________ ______________________ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 555 WESTBURY AVE., CARLE PLACE, NEW YORK 11514 ________________________________________ __________ (Address of principal executive offices) (Zip Code) (516) 997-1155 ______________ Registrant's telephone number, including area code Item 5. OTHER EVENTS On January 14, 2002, David H. Brooks, the principal stockholder of the Company, exchanged $3 million of the approximately $10 million of indebtedness due him for 500,000 Shares of the newly authorized Series A Convertible Preferred Stock ("Preferred Stock"). The Preferred Stock has a dividend rate of $.72 per share per annum, an amount equal to the amount that would have been paid as interest on the exchanged indebtedness. Shares of the Preferred Stock are convertible, on a one-to-one basis, at the option of the holder, into shares of Common Stock. Notwithstanding the foregoing, each share of Preferred Stock shall automatically convert into one share of DHB Industries' Common Stock on March 15, 2002, if the Company's independent auditors do not certify to the Board of Directors by such date that the Company had a Stockholders' Equity of at least $4 million on December 31, 2001. The shares of Preferred Stock are redeemable at the option of the Company on December 15, 2002 and on each December 15th thereafter. The Company entered into the agreement in order to meet the listing standards of The American Stock Exchange that the Company has a minimum stockholders' equity of not less than $4 million. The Company has made application to the Exchange for listing; however, there can be no assurance that the Company's application will be approved. Item 7. EXHIBITS See Exhibits Index on page 3 of this report. 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 thereto duly authorized. DHB Industries, Inc. (Registrant) Date: January 28, 2002 By: /s/ DAVID H. BROOKS ______________________________ Name: David H. Brooks Title: Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ___________ ___________ 3.3 Amendment to Certificate of Incorporation changing name to DHB Industries, Inc., filed with Delaware Secretary of State on July 24, 2001. 3.4 Certificate of Designations and Preference,filed with Delaware Secretary of State on December 26, 2001. 4.2 Stock Subscription Agreement between the Registrant and David H. Brooks, dated December 14, 2001. 99.1 Pro Forma Financial Statements as of September 30, 2001, giving effect to Preferred Stock offering described in Item 5 of this Form 8-K, and other equity activity.