-----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, OL4cGqXb1W9UQjyT60wdjxYFnOb18cOGjY8Sg3lZAVwJ7PCTFjIrZrL0YCcQ0kth MCnnG5k2NYpWmcSlrE4fkw== 0001092306-06-000579.txt : 20061004 0001092306-06-000579.hdr.sgml : 20061004 20061004165141 ACCESSION NUMBER: 0001092306-06-000579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060928 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20061004 DATE AS OF CHANGE: 20061004 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: 061128884 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 09-28-06 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): September 28, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On September 28, 2006 (the "Effective Date"), DHB Industries, Inc. (the "Company") entered into employment agreements with each of John C. Siemer, its Chief Operating Officer - Chief of Staff, and Thomas C. Canfield, its General Counsel and Secretary. The agreements, which have an initial term of three years following the Effective Date, provide for an annual base salary of $350,000. In addition, each of Messrs. Siemer and Canfield is entitled to receive an initial payment of $25,000, plus a pro rata per diem amount reflecting additional time spent working with the Company prior to his formal appointment, and will be eligible to participate in incentive bonus programs applicable to executives of the Company. As an inducement, the agreements also provide for the grant to each of Messrs. Siemer and Canfield of 400,000 warrants to acquire shares of the Company's common stock, par value $0.01, at an exercise price equal to $2.82, the closing market price of such common stock on September 28, 2006. The warrants have a 10-year term. As of the Effective Date, 10% of the warrants will be vested and exercisable, and 30% of the warrants will become vested and exercisable on each of the three subsequent anniversary dates following the Effective Date, provided that such future vesting will be accelerated upon occurrence of a change of control of the Company, as defined in a warrant award agreement. Each of the employment agreements also provides for the payment in installments to executive of an aggregate amount equal to 12 months annual base salary in the event the agreement is terminated prior to the end of the employment term by the Company without cause or by the executive for good reason, as such terms are customarily defined in executive employment agreements. ITEM 5.02. APPOINTMENT OF PRINCIPAL OFFICERS (c) As stated above, the Company appointed Mr. John C. Siemer as the Company's Chief Operating Officer - Chief of Staff, effective September 28, 2006. Prior to joining the Company, Mr. Siemer, age 56, served as Special Assistant and Strategic Planner to the U.S. Army Chief of Staff where he advised on the use and allocation of resources. Previously, he served as Executive Officer to the Director of Program Analysis and Evaluation for the Department of the Army Headquarters, where he provided oversight and direction in helping the U.S. Army craft and execute its Future Years Defense Program, specifically focused in the areas of resource allocation, program evaluation and analysis, and acquisition. Mr. Siemer worked extensively with the Department of Defense in developing Program Objective Memorandum (POM). Mr. Siemer co-authored a comprehensive Army study on structure, research, development and acquisition, and overall base operations. During the past five years, Mr. Siemer, who is retired from the armed forces, has been engaged in charitable and other community-based non-profit activities. The U.S. Army and other branches of the U.S. armed forces constitute the Company's largest customer relationship. The information contained in Item 1.01 above regarding Mr. Siemer is incorporated by reference herein. On September 18, 2006, the Company entered into an employment agreement with James Anderson, age 53, pursuant to which Mr. Anderson will serve as the Company's Senior Vice President and Chief Accounting Officer. The agreement, which has a three-year initial term, provides for an annual base salary of $300,000. In addition, Mr. Anderson will be eligible to participate in incentive programs as may be made available from time to time to executives of the Company, including bonus programs and equity-based incentive arrangements, in the Company's discretion. In addition, the employment agreement provides for the payment in installments to Mr. Anderson of an aggregate amount equal to six months annual base salary in the event the agreement is terminated prior to the end of the employment term by the Company without cause or by the executive for good reason, as such terms are customarily defined in executive employment agreements. Prior to joining the Company, since 2004 Mr. Anderson was SVP and Corporate Controller at Danka Business Systems LLC, where he was responsible for external reporting, accounting policies and internal control. He was an external consultant for that company during 2003 and 2004. From 2002-2003, Mr. Anderson was Vice President and Corporate Controller at Sunterra Corporation, responsible for similar functions. From 2000-2002, Mr. Anderson was a partner in the Atlanta, GA and Charlotte, NC offices of KPMG LLP. Mr. Anderson is a Certified Public Accountant and a member of the AICPA. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated September 28, 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/ LAWRENCE YOUNG _______________________ Lawrence Young Chief Financial Officer Dated: October 4, 2006 EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE DATED 09-28-06 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: Investor Relations/Public Relations Glenn Wiener, GW Communications 212-786-6013 ir@dhbt.com or pr@dhbt.com FOR IMMEDIATE RELEASE DHB ANNOUNCES EXECUTIVE APPOINTMENTS - JOHN SIEMER NAMED COO AND CHIEF OF STAFF - - THOMAS CANFIELD TO SERVE AS GENERAL COUNSEL AND CORPORATE SECRETARY - - SAM WHITE APPOINTED HEAD OF GLOBAL SALES - POMPANO BEACH, FLORIDA, SEPTEMBER 28, 2006 - DHB Industries Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced today the appointments of John Siemer as Chief Operating Officer and Chief of Staff and Thomas Canfield as General Counsel and Corporate Secretary. The Company also disclosed that Sam White, formerly President of Point Blank Body Armor, will now assume the position of Head of Global Sales. "It is with great pleasure that I announce John and Thomas's appointments and welcome them to the DHB family," stated Larry Ellis, President and Acting CEO. "I personally have known John for over 20 years and believe his experience in the U.S. Armed Forces will be a tremendous asset to our organization. John was brought on board given his knowledge of the inner-workings of the U.S. military and both local and federal governments and I strongly believe his insights and skills will enable us to better structure our organization to meet our customers' needs, as well as our ability to operate more efficiently. Furthermore, the addition of Thomas Canfield to our organization will greatly help us, not only in legal matters, but in operations as he has over 25 years of experience in both U.S. and International business, working with high-profile corporations in the matters of legal, regulatory, business development, corporate finance and operations." Ellis continued, "Sam White has been with our organization since 2001 and has been one of the key executives responsible for DHB's growth and market leadership in the body armor industry. Prior to his appointment as President of Point Blank, Sam served as VP of our sales, marketing and R&D initiatives and we strongly believe that having Sam lead our global sales efforts, will better position our Company in the years ahead. His knowledge of our products, our customers and partners, and his relationships with key decision makers and suppliers will be invaluable as we look to grow our business and become the dominant supplier of protective body armor to the U.S. Armed Forces, Federal Agencies and Law Enforcement community." Mr. Siemer will be working closely with key executives from corporate, finance, operations and human resources while helping to structure and implement the Company's overall strategy and vision across all departments and locations. Mr. Siemer will coordinate matters of strategic planning, business development, corporate governance and both operational and managerial organization. Other day-to-day duties will include staff management, integration of key business functions and both staff structure and training. Mr. Siemer will also focus on ensuring fiscal discipline while improving business efficiencies and productivity. He will be reporting to Larry Ellis. Prior to joining DHB, Mr. Siemer served as Special Assistant and Strategic Planner to the Army Chief of Staff where he advised on the use and allocation of resources. Previously, he served as Executive Officer to the Director of Program Analysis and Evaluation for the Department of the Army Headquarters, where he provided oversight and direction in helping the U.S. Army craft and execute its Future Years Defense Program, specifically focused in the areas of resource allocation, program evaluation and analysis, and acquisition. Mr. Siemer worked extensively with the Department of Defense in developing Program Objective Memorandum (POM). Mr. Siemer co-authored a comprehensive Army study on structure, research, development and acquisition, and overall base operations. He holds a Bachelors of Science (B.S.) in Engineering from the U.S. Military Academy at West Point and a Masters of Science (M.S.) in Structural Engineering from the Georgia Institute of Technology (Georgia Tech). As DHB's General Counsel and Corporate Secretary, Thomas Canfield will be responsible for overseeing the Company's legal and government affairs, including regulatory, corporate and compliance activities as well as matters pertaining to the Securities and Exchange Commission and potential relisting of DHB on AMEX or another exchange, once compliance matters are addressed. He will be working closely with the Company's operational and financial teams in contract arrangements, patents and employee relations and will assist the executive team and board of directors in strategic planning and transactions, corporate affairs and corporate governance. He will also be reporting to Larry Ellis. Prior to joining DHB, Mr. Canfield served as CEO and Plan Administrator for AT&T Latin America Corp., a position he held since 2003. Prior to that, he served as General Counsel and Secretary. During his tenure at AT&T, Mr. Canfield oversaw a 15-month business restructuring plan and was instrumental in debt restructurings, customer and vendor negotiations, management personnel and related litigation. As General Counsel and Secretary, he executed the assembly of the business franchise, involving two acquisitions and a follow-on merger resulting in a Nasdaq NMS listing. Additionally, he played a major role in integrating the Company's U.S. headquarters and businesses in five South American countries into a unified multi-national operation with common business processes. From 1991-2000, Mr. Canfield was an attorney in the New York office of Debevoise & Plimpton, where he represented principals and advisors in numerous M&A and corporate financing transactions, including matters involving AT&T Corp., AOL, AIG, Citigroup, Kimberly-Clark, Phelps Dodge and others. Mr. Canfield graduated from Wesleyan University with a Bachelor of Arts in History and received his JD from Fordham Law School. He was awarded the annual New York State Bar citation in legal ethics and was admitted to practice in New York in 1990. ABOUT DHB INDUSTRIES DHB Industries, Inc.'s highly recognized subsidiaries, Point Blank Body Armor, Inc. (www.pointblankarmor.com) and Protective Apparel Corporation of America (PACA) (www.pacabodyarmor.com), are in the protective body armor industry and 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. 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-----