-----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, KUyQpxHK4xPpFRAa+vngCia8QE6IKDVRd/umMWeP8tTfclDyc0QmUgDsbz50sPi1 z4UoKW2T5NgzlNpqbq0EVw== 0001092306-06-000388.txt : 20060525 0001092306-06-000388.hdr.sgml : 20060525 20060525172135 ACCESSION NUMBER: 0001092306-06-000388 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060523 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 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: 06868006 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 form8k052306.txt FORM 8-K DATED 05-23-06 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): April 7, 2006 DHB INDUSTRIES, INC. -------------------- (Exact name of registrant as specified in its charter) Commission File Number: 001-13112 Delaware 11-3129361 ---------------------- ---------------------------- State of Incorporation (IRS Employer Identification Number) 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) ---------------------------------------------- (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: [ ] 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 8.01. OTHER EVENTS. On May 25, 2006, DHB Industries, Inc. announced that it received a "Wells Notice" on May 23, 2006 from the staff of the Securities and Exchange Commission. A copy of the press release issued by the company is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated May 25, 2006 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. DHB INDUSTRIES, INC. By: /s/LARRY ELLIS --------------------- Larry Ellis, CAO Dated: May 25, 2006 EXHIBIT INDEX 99.1 Press Release, May 25, 2006. EX-99.1 2 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 [LOGO HERE] NEWS FROM DHB INDUSTRIES INC. 400 POST AVENUE, SUITE 303, WESTBURY, NY 11590 TEL: 516/997-1155 FAX: 516/997-1144 WWW.DHBINDUSTRIES.COM COMPANY CONTACT: Larry Ellis, CAO 516/997-1155 lellis@dhbt.com FOR IMMEDIATE RELEASE DHB INDUSTRIES INC. REPORTS RECEIPT OF "WELLS NOTICE" FROM THE SECURITIES AND EXCHANGE COMMISSION WESTBURY, NY - (May 25, 2006) - DHB Industries, Inc. (AMEX:DHB), a leader in the field of protective body armor, announced today that it received a "Wells Notice" on May 23, 2006 from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC"). The "Wells Notice" indicates that the Staff has preliminarily determined to recommend that the SEC bring a civil injunctive action against the Company alleging violations of the antifraud, reporting and books and records provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Should it proceed with an action, the Wells notice states that the Staff will allege that the Company recorded false journal entries in 2005 relating to its inventory for the purpose of materially increasing its gross profit margin and net income. The Wells notice indicates that the Staff may seek a temporary restraining order, preliminary injunction, permanent injunction, the appointment of a corporate monitor and civil money penalties. On March 31, 2006, the Company disclosed that investors should no longer rely on the Company's previously issued interim financial statements for 2005 as a result of the identification of certain adjustments of inventory, both positive and negative, that are individually material to each quarter. Under SEC procedures, recipients of "Wells Notices" have the opportunity to make a written submission before the Staff makes a formal recommendation to the SEC on whether any action should be brought by the SEC. The Company is currently in discussions with the Staff to address this matter. As also previously reported, the Company is currently the subject of an investigation by the SEC with respect to certain related party transactions and executive compensation matters regarding the Company and affiliates of Mr. David H. Brooks, the Company's Chief Executive Officer. The Company is unable to predict the outcome of this investigation or these other matters. ABOUT DHB INDUSTRIES, INC. DHB Industries, Inc. is a global leader in high performance, protective technologies, including: state of the art ballistic technologies and advanced therapeutic technologies. DHB Armor Group is focused on the design, manufacture, and distribution of bullet resistant and protective body armor for military, law enforcement, and corrections in the United States, and worldwide. DHB Armor Group includes the highly recognized subsidiaries, Point Blank Body Armor, Inc. (WWW.POINTBLANKARMOR.COM) and Protective Apparel Corporation of America (PACA) (WWW.PACABODYARMOR.COM). DHB Sports Group produces and markets a comprehensive line of athletic supports and braces which are merchandised through national superstore chains as well as private label distributors. -1- The Company 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, (1) EXPECTATIONS AS TO THE TIMING OF THE FILING OF THE REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005, (2) ANY LISTING REQUIREMENTS WHICH MAY BE PRESCRIBED OR ANY DETERMINATION WHICH MAY BE MADE BY THE AMERICAN STOCK EXCHANGE, (3) UNCERTAINTY OF FUTURE FINANCIAL RESULTS, (4) ADDITIONAL FINANCING REQUIREMENTS, (5) DEVELOPMENT OF NEW PRODUCTS, (6) GOVERNMENT APPROVAL PROCESSES, (7) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (8) TECHNOLOGICAL CHANGES, (9) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS AND (10) OTHER UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS 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. 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. #### -----END PRIVACY-ENHANCED MESSAGE-----