-----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, B8UCtawQ0RDxIkE7FYu+hZmz5MkF4mcE9mEzdTL8MDrGkcoSQSLmYbLUeiuUDAvR VRz9E8k160aNdjBBdkp3fQ== 0001092306-06-000458.txt : 20060713 0001092306-06-000458.hdr.sgml : 20060713 20060713103214 ACCESSION NUMBER: 0001092306-06-000458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060712 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060713 DATE AS OF CHANGE: 20060713 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: 06959719 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 form8k071206.txt FORM 8-K DATED 07-12-06 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): JULY 12, 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) NOT APPLICABLE ------------------------------------------------------------- (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 July 12, 2006, DHB Industries, Inc. (the "Company") signed a Memorandum of Understanding ("MOU") to settle the class action securities lawsuit against the Company and certain of its current and former directors and officers and others, as well as the shareholder derivative suit brought by shareholder Alvin Viray, both of which actions have been pending in the United States District Court for the Eastern District of New York. The MOU provides that the class action will be settled for $34.9 million in cash, plus 3,184,713 shares of Company common stock. The derivative action will be settled in consideration of the Company adopting certain corporate governance provisions and paying $300,000 as attorneys' fees and expenses to lead counsel in the derivative action. The settlement amounts are required to be paid into escrow within ten business days of the MOU. All costs of the settlement and all attorneys' fees and expenses of class plaintiffs' counsel will be paid from the $34.9 million. The proposed settlement is subject to, among other things, review and approval of the Court. There can be no assurance that the Court will approve the proposed settlement. The press release issued by the Company on July 13, 2006 with respect to the MOU is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated July 13, 2006 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. DHB INDUSTRIES, INC. By: /S/ LARRY ELLIS ______________ Larry Ellis, President, CAO and Acting CEO Dated: July 13, 2006 3 EXHIBIT INDEX 99.1 Press Release, July 13, 2006. 4 EX-99.1 2 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 [LOGO HERE] 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: Investor Relations 954-630-0900 IR@DHBT.com FOR IMMEDIATE RELEASE DHB INDUSTRIES ENTERS INTO MEMORANDUM OF UNDERSTANDING TO SETTLE CLASS ACTION AND DERIVATIVE LAWSUITS DAVID BROOKS TO RESIGN FROM THE DHB BOARD AND AS CEO COMPANY TO ADOPT NEW CORPORATE GOVERNANCE POLICIES TO ACHIEVE `BEST PRACTICES' POMPANO BEACH, FLORIDA, JULY 13, 2006 - DHB Industries, Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced today that it has signed a Memorandum of Understanding ("MOU") to settle the class action securities lawsuit against the Company and certain of its current and former directors and officers and others, as well as the shareholder derivative suit brought by shareholder Alvin Viray, both of which actions have been pending in the United States District Court for the Eastern District of New York. The class action will be settled for $34.9 million in cash, plus 3,184,713 shares of Company common stock. The derivative action will be settled in consideration of DHB adopting certain corporate governance provisions and paying $300,000, as attorneys' fees and expenses to lead counsel in the derivative action. The settlement amounts are required to be paid into escrow within ten business days of the MOU. All costs of the settlement and all attorneys' fees and expenses of plaintiffs' class counsel will be paid from the $34.9 million. Of the cash payments to be made, it is expected that approximately $12.9 million will be paid by the Company's directors' and officers' liability insurers and the balance by the Company. It is expected that David Brooks, the Company's Chief Executive Officer who was recently placed on administrative leave, will help fund the payments to be made by the Company by exercising 3 million warrants held by him at an elevated exercise price. The Company also has the option to put to Mr. Brooks, approximately 3 million shares of common stock to finance the remaining portion of the cash settlement. Included in the terms of the settlement are provisions calling for the release of the Company and all of the Company's present and former officers and directors who were named in the class and derivative actions, from any and all claims by the plaintiffs. Certain directors will be replaced within one year of the settlement. The Company has not admitted and will not admit to any wrongdoing in the cases. The actions are being settled because of expense and uncertainty. The Company also announced today, and as part of the agreement, that it will adopt new corporate governance standards in an effort to improve controls and enhance business practices. The Board is in the process of administering a corporate compliance program which encompasses long-term strategic planning and management oversight, internal controls on financial and performance reporting and review and other governance matters. -MORE- Commenting on today's announcement, General (Ret.) Larry Ellis, President, CAO and acting CEO, stated, "We are working to achieve `best practices' in everything we do and we remain committed to implementing changes that will improve our operating, financial, and competitive, market position. This is yet another step we are taking and I remain confident in our ability as a team, to emerge as a stronger organization." The proposed settlement is subject to, among other things, review and approval of the Court. There can be no assurance that the Court will approve the proposed settlement. 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, INCLUDING APPROVAL OF THE SETTLEMENT BY THE COURT, (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 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-----