-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WKQKeKepofyMVwIPZ0VK4UyLyzsOuHwBW6J/yXjDF7jdgtrj6cZfHZLd026gL1RZ Z2B+ccAnOU36HoQQKECY6Q== 0001092306-06-000239.txt : 20060403 0001092306-06-000239.hdr.sgml : 20060403 20060331175637 ACCESSION NUMBER: 0001092306-06-000239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051231 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DHB INDUSTRIES INC CENTRAL INDEX KEY: 0000899166 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 113129361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13112 FILM NUMBER: 06730568 BUSINESS ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 BUSINESS PHONE: 5169971155 MAIL ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 FORMER COMPANY: FORMER CONFORMED NAME: DHB CAPITAL GROUP INC /DE/ DATE OF NAME CHANGE: 19960518 8-K 1 form8k033106.txt FORM 8-K DATED 03-31-06 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): March 31, 2006 DHB INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-13112 11-3129361 ------------------------------- ------------ --------------------- (State or other jurisdiction of (Commission (I.R.S. Employer 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)) (Page 1) SECTION 4 - Matters Related to Accountants and Financial Statements ITEM 4.02 - Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Review On March 16, 2006, DHB Industries Inc. (the "Company") filed a Form 12b-25 requesting a 15-day extension, from March 16 to March 31, 2006, for filing its Annual Report on Form 10-K for the period ended December 31, 2005. As then announced, the Company has been conducting additional analysis of historical information and records to ensure the reasonableness of estimates and the accuracy of reported inventory levels and resulting gross profit and income levels for 2005. Our analysis has focused on correcting certain inaccurate inventory records as well as, the reserve established for the voluntary replacement program for Zylon(TM) containing armor products called to our attention by the Company's independent auditors, and analyzing the cost of inventory items. We are being assisted by consultants with experience in finance and cost accounting. Officers of the Company have discussed the foregoing matters with the Company's auditors. Because the Company has identified adjustments of inventory, both positive and negative, that are individually material to each quarter, management, supported by the Audit Committee of the Board of Directors, concluded today that investors should no longer rely on the Company's previously issued, interim financial statements for 2005. However, the cumulative effect of adjustments has not yet been determined. As previously reported, we believe that this analysis could result in restatement of the reported results for one or more of the first three quarters of 2005, including restatement of the amount of the inventory written off in the third quarter. Because the analysis is not complete, the Company is not yet in a position to file its Form 10-K for the period ended December 31, 2005. The Company intends to file its Form 10-K as soon as practicable and is employing all available resources to do so. EXHIBIT 99.1 NEWS RELEASE OF DHB INDUSTRIES, INC. ISSUED MARCH 31, 2006: DHB WILL DELAY ITS FILING OF FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006. (Page 2) 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. Date: March 31, 2006 DHB INDUSTRIES, INC. By: /s/ DAWN M. SCHLEGEL --------------------------- Name: Dawn M. Schlegel Title: Chief Financial Officer (Page 3) EXHIBIT INDEX PAGE NO. 99.1 News Release of DHB will delay filing of its Form 10-K 2 for the year ended December 31, 2005. (Page 4) EX-99.1 2 ex99-1.txt PRESS RELEASE EXHBIT 99.1 [DHB LOGO GOES HERE] NEWS FROM DHB INDUSTRIES INC. 400 Post Avenue, Suite 303, Westbury, NY 11590 T: 516/997-1155 F:516/997-1144 www.dhbindustries.com COMPANY CONTACT: Dawn Schlegel, CFO 516/997-1155 dschlegel@dhbt.com FOR IMMEDIATE RELEASE DHB WILL DELAY FILING OF ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2005 Westbury, New York, March 31, 2006. DHB Industries Inc. (AMEX:DHB) announced today that the filing of its Form 10-K for the year ended December 31, 2005 will be delayed beyond the Securities and Exchange Commission's filing deadline, which was previously extended for the designated 15-day period by the Company's filing of Form 12b-25 on March 16, 2006. The previously reported delay was principally due to the time and effort required to ensure the reasonableness of estimates and the accuracy of reported inventory levels and resulting gross profit and income levels for 2005. The Company is being assisted by consultants with expertise in finance and cost accounting. The Company has not yet completed this analysis. The Company believes that this analysis could result in restatement of the reported results for one or more of the first three quarters of 2005, including restatement of the amount of the inventory written off in the third quarter. Pending conclusion of this analysis, such quarterly financial statements should not be relied upon. To date, the Company has identified adjustments of inventory, both positive and negative, that are individually material to each quarter. However, the cumulative net effect of adjustments has not yet been determined. The Company intends to file its Form 10-K as soon as practicable and is working diligently to do so. ABOUT DHB INDUSTRIES INCORPORATED DHB Industries Inc.'s Armor Group is in the protective body armor industry. Its highly recognized subsidiaries, Point Blank Body Armor Inc. (www.pointblankarmor.com) and Protective Apparel Corporation of America (PACA) (www.pacabodyarmor.com), are focused on the design, manufacture, and distribution of bullet resistant and protective body armor for military, law enforcement, and corrections in the U.S. and worldwide. DHB Sports Group produces and markets a comprehensive line of athletic supports and braces which are merchandised through national superstore chains as well as through private label distributors. DHB maintains facilities in Westbury, NY, Deerfield Beach, FL, Oakland Park, FL, Pompano Beach, FL, Jacksboro, TN and Arlington, VA. To learn more about DHB Industries Inc., visit the website at (www.dhbindustries.com). 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, THOSE DISCUSSED IN OUR REPORTS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD- LOOKING STATEMENTS THAT SPEAK ONLY AS OF THE DATE HEREOF. WE UNDERTAKE 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. -----END PRIVACY-ENHANCED MESSAGE-----