-----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, UaWyfuDkAYTCN9iRxJpQ32bxOhxl+mXquBUN/IZGCyqD9Nw7dRIZh5on4Op8tv46 Q6/t80my29/isO51gY7ccw== 0001092306-06-000535.txt : 20060818 0001092306-06-000535.hdr.sgml : 20060818 20060818075920 ACCESSION NUMBER: 0001092306-06-000535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060817 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060818 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: 061042208 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 form8k081706.txt FORM 8-K DATED 08-17-06 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): AUGUST 17, 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 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW (a) On August 17, 2006, the Executive Committee of the Board of Directors of DHB Industries Inc. (the "Company") concluded that the Company's previously issued consolidated financial statements for the fiscal years ended December 31, 2004 and December 31, 2003, and the related financial information for those periods and interim periods, should no longer be relied upon. The conclusion followed a recommendation of the Company's recently appointed financial management, supplied by AlixPartners, LLC, and a review of the pertinent facts. The Company continues to conduct an analysis of its historical information and records. Several professionals and advisors employed or retained by the Company have highlighted discrepancies with respect to the reasonableness of estimates and the accuracy of reported inventory, gross profit, and income levels in fiscal years 2003 and 2004. Further, the Company's management has concluded that at this time there is insufficient information in the Company's records to permit making a determination of the magnitude of the inaccuracies or the cumulative effect that any potential inaccuracies may have on the inventory, gross profit and net income values reported by the Company for these prior periods. The subsequent analysis could result in a restatement of the Company's financial statements for the fiscal years ended December 31, 2004 and 2003. In addition, in making its determination with regard to historical financial statements, the Executive Committee considered the conclusions of the Company's financial management that (i) the Company's existing internal controls over financial reporting do not provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (ii) the lack of historical records and the lack of documentation providing evidence of prior controls limits the Company's ability to substantiate the financial reports produced during the fiscal years 2003 and 2004. The Company continues its efforts to strengthen and enhance its internal control system and position itself to complete its financial statements and financial statement analysis. The Company is unable to predict at this time when it will be in the position to file all required current and historical financial statements with the Securities and Exchange Commission. Management has discussed the matters disclosed in this current report on Form 8-K with Rachlin Cohen & Holtz LLP, the Company's independent registered public accounting firm, and has notified Weiser LLP, the Company's former independent registered public accounting firm, with regard to these matters. 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 August 18, 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, CEO Dated: August 18, 2006 3 EXHIBIT INDEX 99.1 Press Release, August 18, 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/Public Relations Glenn Wiener, GW Communications 212-786-6013 ir@dhbt.com or pr@dhbt.com DHB INDUSTRIES INC WITHDRAWS RELIANCE ON ITS 2003 AND 2004 FINANCIAL STATEMENTS POMPANO BEACH, FLORIDA, AUGUST 18, 2006 - DHB Industries Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced today that on August 17, 2006, the Executive Committee of the Board of Directors of the Company concluded that the Company's previously issued consolidated financial statements for the fiscal years ended December 31, 2004 and December 31, 2003, and the related financial information for those periods and interim periods, should no longer be relied upon. The conclusion followed a recommendation of the Company's recently appointed financial management, supplied by AlixPartners, LLC, and a review of the pertinent facts. The Company continues to conduct an analysis of its historical information and records. Several professionals and advisors employed or retained by the Company have highlighted discrepancies with respect to the reasonableness of estimates and the accuracy of reported inventory, gross profit, and income levels in fiscal years 2003 and 2004. Further, the Company's management has concluded that at this time there is insufficient information in the Company's records to permit making a determination of the magnitude of the inaccuracies or the cumulative effect that any potential inaccuracies may have on the inventory, gross profit and net income values reported by the Company for these prior periods. The subsequent analysis could result in a restatement of the Company's financial statements for the fiscal years ended December 31, 2004 and 2003. In addition, in making its determination with regard to historical financial statements, the Executive Committee considered the conclusions of the Company's financial management that (i) the Company's existing internal controls over financial reporting do not provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (ii) the lack of historical records and the lack of documentation providing evidence of prior controls limits the Company's ability to substantiate the financial reports produced during the fiscal years 2003 and 2004. The Company continues its efforts to strengthen and enhance its internal control system and position itself to complete its financial statements and financial statement analysis. The Company is unable to predict at this time when it will be in the position to file all required current and historical financial statements with the Securities and Exchange Commission. Management has discussed the matters disclosed in this press release with Rachlin Cohen & Holtz LLP, the Company's independent registered public accounting firm, and has notified Weiser LLP, the Company's former independent registered public accounting firm, with regard to these matters. -MORE- ABOUT DHB INDUSTRIES DHB Industries, Inc.'s Armor Group is in the protective body armor industry. The Company's 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, consisting of Company subsidiary NDL Products, Inc. (www.ndlproducts.com), 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 PERIODS ENDED MARCH 31, 2006 AND JUNE 30, 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-----