8-K 1 dhb8k.txt FORM 8-K DATED 07-01-05 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): July 1, 2005 DHB INDUSTRIES, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 001-13112 11-3129361 ____________________________ ____________ ___________________ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 400 Post Avenue, Suite 303, Westbury, New York 11590 ______________________________________________ __________ (Address of principal executive office) (Zip Code) (516) 997-1155 ____________________________________________________ (Registrant's telephone number, including area code) 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 1.01. ENTRY INTO MATERIAL AGREEMENT On July 1, 2005, DHB Industries, Inc. (the "Company") granted David H. Brooks, the Company's Chairman and Chief Executive Officer, warrants to purchase shares of common stock of the Company pursuant to his July 1, 2000 employment agreement with the Company (the "Agreement"). Pursuant to the Agreement, the warrants have an exercise price of $1 per share, with warrants to purchase 1,500,000 shares vesting on July 1, 2005 and warrants to purchase 750,000 shares vesting on each of July 1, 2006, 2007, 2008, 2009 and 2010 if Mr. Brooks is then employed by the Company. The warrants provide for accelerated vesting in certain circumstances. To comply with federal laws on deferred compensation, the warrants shall be exercised no later than March 1 of the calendar year following the year in which the warrants vest. ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) The following Exhibits are filed as part of this Current Report on Form 8-K: 10.10 Warrant Agreement, dated as of July 1, 2005, between the Company and David H. Brooks. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DHB INDUSTRIES, INC. By: /s/ DAWN M. SCHLEGEL ___________________________ Dawn M. Schlegel Chief Financial Officer Dated: JULY 1, 2005 EXHIBIT INDEX 10.10 Warrant Agreement, dated as of July 1, 2005, between the Company and David H. Brooks