-----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, IJPjM6TxxOaRyvb23LjdA6r7/5XbZXxGGFJzTRDmXVYHq84St5u3R9MpfNR1N88r fCqt1aBnFm5xRtVSnVztXQ== 0001092306-06-000413.txt : 20060627 0001092306-06-000413.hdr.sgml : 20060627 20060627133950 ACCESSION NUMBER: 0001092306-06-000413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060621 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060627 DATE AS OF CHANGE: 20060627 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: 06926578 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 dhb8k.txt FORM 8-K DATED 06-21-06 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): June 21, 2006 DHB INDUSTRIES, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 001-13112 11-3129361 ________________________ ________________________ ______________________ (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 2102 SW 2nd Street, Pompano Beach, Florida 33069 __________________________________________ __________ (Address of principal executive office) (Zip Code) (954) 630-0900 ____________________________________________________ (Registrant's telephone number, including area code) 400 Post Avenue, Suite 303 Westbury, New York 11590 ______________________________________________ (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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (c) On June 21, 2006, DHB Industries, Inc. (the "Company") appointed, effective as of July 7, 2006, Lawrence E. Young as Chief Financial Officer, and appointed Ryan J. Esko as Senior Vice President and Corporate Treasurer and Mark E. Thorson as Senior Vice President and Corporate Controller of the Company. The services of each of these individuals are being provided pursuant to an engagement letter dated June 21, 2006, between the Company and AlixPartners, LLC ("AlixPartners"), a leading corporate turnaround and restructuring firm. Mr. Young, 43, is a managing director of AlixPartners. During the last five years while employed at AlixPartners, among other engagements, Mr. Young has served as Chief Financial Officer and Chief Restructuring Officer of Sunterra Corporation and, over a three-year period, as Chief Executive Officer, Chief Financial Officer, and Chief Restructuring Officer of AT&T Latin America. In those roles, among other representations, he directly led the restructuring of the operations, SEC reporting and financial restatement, cash management and debt restructuring. Mr. Young holds a Masters of Business Administration in finance and accounting form the Wharton School of Business, University of Pennsylvania, is a Certified Reorganization Accountant and holds the CIRA designation. Mr. Esko, 31, is a director of AlixPartners. During the last five years while employed by AlixPartners, among other engagements, Mr. Esko has served as Corporate Treasurer of Foster Wheeler during its turnaround and restructuring period and had a role as Executive Vice President of Finance for an $800 million company. Additionally, Mr. Esko had vice president responsibilities with Refco Inc. in the areas of human resources and real estate, responsibility for leading the treasury and financial planning departments at Quality Stores, and operational restructuring responsibility at RCN Corporation. Mr. Esko holds a Bachelors in Corporate Finance from the University of Illinois and has completed certain executive education programs at the Kellogg School of Management. Mr. Thorson, 42, is a director of AlixPartners. Mr. Thorson has been employed at AlixPartners for the last five years. Prior to joining AlixPartners, Mr. Thorson served as a Vice President in the consumer products division of Zenith Electronics and as a Controller of one of its divisions. Mr. Thorson was also a Controller at a division of a $4 billion manufacturing company and has led numerous accounting improvement projects. Mr Thorson holds a Bachelors in Accounting from the University of Wisconsin, is a Certified Public Accountant and was previously an auditor with a major accounting firm. Pursuant to the engagement letter, AlixPartners will provide the Company with interim management, financial advisory and consulting services, including the services of Messrs. Young, Esko and Thorson. The engagement letter provides that AlixPartners is an independent contractor, and neither AlixPartners nor Messrs. Young, Esko or Thorson will receive a salary or related employee benefits from the Company. The Company will compensate AlixPartners at hourly rates of $260-750, depending on the particular persons performing services, plus reasonable out-of-pocket expenses. Upon completion of the engagement, the Company will also pay AlixPartners a success fee to be agreed to by the parties. The Company has paid AlixPartners a retainer of $400,000 to be applied against the fees and expenses incurred by AlixPartners during the course of its engagement. A copy of the press release announcing the appointments by the Company is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated June 27, 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: June 27, 2006 EXHIBIT INDEX 99.1 Press Release, dated June 27, 2006. EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE DATED 06-27-06 EXHIBIT 99.1 DHB INDUSTRIES INC. NEWS FROM DHB INDUSTRIES INC 2102 SW 2nd Street * Pompano Beach, FL 33069 Tel: 954-630-0900 * www.dhbindustries.com Company Contact: Larry Ellis, CAO 954-630-0900 lellis@dhbt.com FOR IMMEDIATE RELEASE DHB Industries, Inc. Announces Appointment of Chief Financial Officer, Senior Vice President and Corporate Treasurer, and Senior Vice President and Corporate Controller Pompano Beach, Florida, June 27, 2006 - DHB Industries, Inc. (AMEX:DHB), a leader in the field of protective body armor, announced today the appointment of Lawrence Young as Chief Financial Officer, effective July 7, 2006. Mr. Young, a Managing Director with AlixPartners, will oversee all corporate financial procedures. Mr. Young has over 18 years of experience in crisis management and business reorganizations, and has assisted companies with financial restructurings, operational improvement plans, and cash management. Over a three-year period, Mr. Young served as Chief Executive Officer, Chief Financial Officer and Chief Restructuring Officer for AT&T Latin America. He also served as Chief Financial Officer and Chief Restructuring Officer of Sunterra Corporation. In those roles, among other responsibilities, he directly led the restructuring of the operations, SEC reporting and financial restatement, cash management, and debt restructuring. Mr. Young holds a Master of Business Administration in finance and accounting from the Wharton School of Business, University of Pennsylvania, is a Certified Reorganization Accountant, and holds the CIRA designation. Additionally, DHB Industries is enhancing its financial management team by the appointment of Ryan Esko as Senior Vice President and Corporate Treasurer and Mark Thorson as Senior Vice President and Corporate Controller, both also from AlixPartners. Mr. Esko served as the Corporate Treasurer of Foster Wheeler, a $3.5 billion company, during its turnaround and restructuring period. Additionally, Mr. Esko had a role as Executive Vice President of Finance for an $800 million company and was responsible for the improvement of the finance function and liquidity position of the company. He also held roles at Refco, Quality Stores and RCN during their restructuring and turnaround periods. Esko has designed and implemented turnaround initiatives to improve financial management, operations, controls, and capital structures. Mr. Thorson is a seasoned accountant with significant experience in operations management in the distribution and manufacturing industries. Mr. Thorson was a Vice President in the consumer products division of Zenith Electronics. While at Zenith, he served as the Controller of a $1 billion division which included five manufacturing plants, three distribution centers, and a parts and service operation. He was also a Controller at a division of a $4 billion manufacturing company and has led numerous accounting improvement projects. Mr. Thorson is a CPA and was an auditor with a major accounting firm. ABOUT DHB INDUSTRIES, INC. 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. The Company maintains facilities in Deerfield Beach, FL, Oakland Park, FL, Pompano Beach, FL, Jacksboro, TN and Washington, DC. 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 AND THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006, (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, (10) THE OUTCOME AND IMPACT OF THE CLASS ACTION AND OTHER LITIGATION TO WHICH THE COMPANY IS A PARTY AND THE SECURITIES AND EXCHANGE COMMISSION AND OTHER INVESTIGATIONS REGARDING THE COMPANY, AND (11) 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-----