SC 13D/A 1 dhbsch13-da3.txt SCHEDULE 13D/A #3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13D-101) AMENDMENT NO. 3 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) DHB INDUSTRIES, INC. ____________________ (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.001 PER SHARE _______________________________________ (TITLE OF CLASS OF SECURITIES) 233218 10 3 ______________ (CUSIP NUMBER) DAVID H. BROOKS 400 POST AVENUE, SUITE 303 WESTBURY, NY 11590 _________________________________________________ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) December 27, 2004 _______________________________________________________ (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and if filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] (continued on following pages) (Page 1 of 7 Pages) ________________________________________________________________________________ CUSIP No. 233218 10 3 13D/A Page 2 of 7 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON: David H. Brooks ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS: PF (SEE ITEM 3) ________________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA ________________________________________________________________________________ 7. SOLE VOTING POWER 3,905,879 shares NUMBER OF ___________________________________________________ SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ___________________________________________________ EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 3,905,879 shares WITH ___________________________________________________ 10. SHARED DISPOSITIVE POWER -0- ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,905,879 shares ________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.78% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON: IN (Page 2 of 7 Pages) ________________________________________________________________________________ CUSIP No. 233218 10 3 13D/A Page 3 of 7 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON: Terry S. Brooks ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS: PF (SEE ITEM 3) ________________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA ________________________________________________________________________________ 7. SOLE VOTING POWER 3,057,292 shares NUMBER OF ___________________________________________________ SHARES 8. SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ___________________________________________________ EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 3,057,292 shares WITH ___________________________________________________ 10. SHARED DISPOSITIVE POWER -0- ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,292 shares ________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.96% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON: IN (Page 3 of 7 Pages) ITEM 1. SECURITY AND ISSUER (a) TITLE AND CLASS OF SECURITY: Common Stock, par value $.001 per share (the "Common Stock"). (b) ISSUER: DHB Industries, Inc. 400 Post Avenue, Suite 303 Westbury, NY 11590 ITEM 2. IDENTITY AND BACKGROUND 2(a) This Schedule 13D is being filed by David H. Brooks and Terry Brooks, who are husband and wife. Mr. and Mrs. Brooks may be considered a group for purposes of this Schedule 13D. 2(b) Business Address: 400 Post Avenue, Suite 303 Westbury, NY 11590 2(c)(i) Present Principal Employment: Mr. Brooks is the Chairman and Chief Executive Officer of the Issuer. Mrs. Brooks is the Principal and President of Tactical Armor Products, Inc. 2(c)(ii) Principal Business and Address: The Issuer has its principal business address at 400 Post Avenue, Suite 303, Westbury, NY 11590, and is engaged principally in the manufacture and sale of projectile-resistant garments, body armor and accessories, and protective athletic apparel and equipment. Tactical Armor Products has its principal business address at Route 4 and Highway 11, Rutledge, TN 37861, and operates a horse racing stable and manufactures component parts for use in projectile-resistant garments. 2(d) Criminal Convictions: Neither Mr. Brooks nor Mrs. Brooks has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 2(e) Violations of Federal or State Securities Laws: Neither Mr. Brooks nor Mrs. Brooks, was, during the past five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. 2(f) Both Mr. Brooks and Mrs. Brooks are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Each of Mr. Brooks and Mrs. Brooks used personal funds to acquire the shares reported herein. (Page 4 of 7 Pages) ITEM 4. PURPOSE OF TRANSACTION This Schedule 13D/A #3 is filed after giving effect to two transactions. The first transaction is sale by a corporation owned by David Brooks of 2,973,025 shares in the open market between December 22 and December 29th. The second transaction is the transfer of 2,825,000 shares out of the corporation owned by David Brooks to a charitable trust, of which Mr. Brooks is the trustee, and the subsequent sale by the Trust of those shares of Common Stock in open market transactions and at market prices. Such sale was made in order to provide greater liquidity to the charitable trust. After giving effect to such transactions, Mr. Brooks is the beneficial owner of an aggregate of 3,905,879 shares of Common Stock, constituting approximately 8.78% of the outstanding shares of Common Stock (the percentage of shares owned being based upon the 43,919,672 shares outstanding on December 1, 2004), which includes 50,000 shares issuable upon exercise of currently exercisable warrants, and 500,000 shares issuable upon conversion of 500,000 shares of outstanding convertible preferred stock of the Issuer. Mrs. Brooks is the beneficial owner of 3,057,292 shares of Common Stock, constituting approximately 6.96% of the outstanding shares of Common Stock (the percentage of shares owned being based upon the 43,919,672 shares outstanding on December 1, 2004.) Neither Mr. Brooks nor Mrs. Brooks has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) See Item 4 above. (b) Each of Mr. Brooks and Mrs. Brooks has the sole power to vote and dispose of all of the shares of Common Stock beneficially owned by him or her. Mr. and Mrs. Brooks may be deemed a group for purposes of this Schedule 13D. Accordingly, each may be deemed the indirect beneficial owner of the shares of Common Stock beneficially owned by the other. (c) See Item 4 above. (Page 5 of 7 Pages) (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Joint Filing Agreement, dated as of November 14, 2003, by and between David H. Brooks and Terry Brooks. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: Decemer 29, 2004 /s/ DAVID H. BROOKS _____________________________ David H. Brooks /s/ TERRY BROOKS _____________________________ Terry Brooks (Page 6 of 7 Pages) Exhibit 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of common stock, $.001 par value per share, of DHB Industries, Inc., a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument. Dated: as of November 14, 2003 /s/ DAVID H. BROOKS _____________________________ David H. Brooks /s/ TERRY BROOKS _____________________________ Terry Brooks