-----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, H1v3qmVc4mN2Em/BGj2ijNQcPBRFKqwm1PGeVO3wsMv3JFUxTexNJAC4HkDwJQ6S PbiCRoLEmMlh9k5Sa8x3LA== 0001092306-06-000702.txt : 20061116 0001092306-06-000702.hdr.sgml : 20061116 20061116164551 ACCESSION NUMBER: 0001092306-06-000702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 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: 061223683 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 form8k.txt FORM 8-K DATED 11-09-06 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): NOVEMBER 9, 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (d) On November 13, 2006, the Board of Directors of DHB Industries, Inc. (the "Company") elected Jack A. Henry as a director. Mr. Henry will serve as Chairman of the Audit Committee of the Board of Directors of the Company. Mr. Henry held positions with Arthur Andersen LLP from 1982 to 2000. In 2000, Mr. Henry retired as Managing Partner of the Phoenix office and formed Sierra Blanca Ventures LLC, a private advisory and investment firm. Since 2001, Mr. Henry has served as a director of Vodavi Technology Inc., a public company and provider of communications solutions. Committee memberships include Audit, Compensation, Corporate Governance and Nominating (Chair). Since 2004, Mr. Henry has served as a director of White Electronic Designs Corporation a public company and provider of advanced technology solutions. Committee membership includes Audit (Chair). Since 2005, Mr. Henry has served as a director of Vista Care Inc., a public company and provider of hospice service in the US. Committee memberships include Audit (Chair) and Investment. Mr. Henry previously served on the Board of Directors of Simula, Inc., Tickets.com and SOS Staffing Services, Inc., all public companies. Mr. Henry has served in a variety of community positions including Chairman of the Arizona Chamber of Commerce and Greater Phoenix Leadership and currently serves as President of the Arizona Chapter of the National Association of Corporate Directors. Concurrent with Mr. Henry's appointment, DHB Industries elected to increase the Board of Directors from five to six members, of which five are independent Directors. Also on November 13, 2006, Mr. Henry received, in connection with his election to the Board of Directors, warrants to acquire 6,986 shares of the Company's common stock, which represents a pro rata portion of the 2006 directors' compensation for the remainder of the year 2006. The warrants are exercisable at $2.25, the closing price of the common stock on November 13, 2006. The press release issued by the Company on November 16, 2006 with respect to Mr. Henry's election is filed herewith as Exhibit 99.1. ITEM 8.01 OTHER EVENTS On November 9, 2006, the Board of Directors of the Company approved and adopted revised compensation arrangements for non-employee directors, effective January 1, 2007. Under the revised plan, each non-employee director of the Company's Board of Directors (the "Board") will receive: o A base annual retainer of $25,000 for service as a member of the Board, o Additional annual retainers of $50,000 for service as the Chairman of the Board and of $10,000 for service as Chair of each of the Audit, Compensation and Nominating/Governance Committees of the Board, o A meeting fee equal to $2,500 for each Board meeting and each Audit or Compensation Committee meeting attended in person, or $1,250 for each such meeting attended by telephone, o A meeting fee equal to $1,500 for each Nominating/Governance Committee meeting attended in person, or $750 for each such meeting attended by telephone, o An incentive award payable in restricted stock or stock equivalents of $75,000 to each director and $150,000 to the Chairman of the Board, in each case vesting in equal annual installments over three years, beginning on the date of grant. Annual retainers will be payable in cash and in equivalent value of Company restricted stock or stock equivalents, provided that the portion of annual retainers payable in such stock-based compensation will account for a minimum of 50% of the aggregate amount of such annual retainers (and, subject to the election of each director, up to 100% of such aggregate amount). The cash portion of annual retainer will be payable quarterly. The amount of restricted stock or stock equivalents awarded will be based on the market price of the Company's common stock on the date of grant and will vest in three equal, annual installments beginning on the date of the grant. To the extent that the Company does not have a current effective registration statement available to register such stock, it will be issued as unregistered stock under an applicable exemption to the registration requirements of the Securities Act of 1933 or reserved for issuance at a future date when an appropriate registration statement becomes effective. Meeting fees will be paid in cash. If any committee meets on the same day as a Board meeting, only the Board meeting fee will be payable. Directors who are also officers of the Company do not receive any fees or other compensation for service as a director. All directors are reimbursed for reasonable expenses in connection with their services as directors. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated November 16, 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/ THOMAS C. CANFIELD ___________________________________ Name: Thomas C. Canfield Title: General Counsel & Secretary Dated: November 16, 2006 EXHIBIT INDEX 99.1 Press Release, dated November 16, 2006. EX-99.1 2 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 [LETTERHEAD OF DHB INDUSTRIES, INC.] 2101 SW 2ND STREET POMPANO BEACH, FL 33069 TEL: 954-630-0900 WWW.DHBINDUSTRIES.COM COMPANY CONTACT: Media Relations/Investor Relations Glenn Wiener 212-786-6013 pr@dhbt.com or ir@dhbt.com FOR IMMEDIATE RELEASE DHB INDUSTRIES ANNOUNCES APPOINTMENT OF JACK. A. HENRY TO BOARD OF DIRECTORS POMPANO BEACH, FLORIDA, NOVEMBER 16, 2006 - DHB Industries Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced today the appointment of Jack A. Henry to its Board of Directors. In addition to his election as Director, Mr. Henry will also serve as Chairman of the Audit Committee. Mr. Henry is the founder of Sierra Blanca Ventures, LLC, a private advisory and investment firm. Prior to founding the Company in 2000, he served as Managing Partner of the Phoenix office of Arthur Andersen LLP, and spent over 18 years there in various consulting and managerial positions. Mr. Henry currently serves on the Board of Directors of Vodavi Technology Inc. (NASDAQ: VTEK), a provider of communications solutions, White Electronic Designs Corporation (NASDAQ: WDEC), a provider of advanced technology solutions and Vista Care Inc. (NASDAQ: VSTA), a provider of hospice service in the U.S. Furthermore, Mr. Henry sits on various committees for each, including the Audit, Compensation, Corporate Governance and Nominating committees of Vodavi Technology; he serves as the Chairman of the Audit Committees of White Electronics and Vista Care, where he also serves on the Investment Committee. Mr. Henry previously served on the Board of Directors of Simula, Inc., Tickets.com and SOS Staffing Services, Inc., all publicly traded companies. Senator William Campbell, DHB's Chairman of the Board stated, "It is with great pleasure that we welcome Jack to our Board of Directors. I look forward to working with him personally and believe he will be a tremendous asset to our organization given his extensive experience in finance, consulting and operations, as well as his diverse board experience. Jack's knowledge and track record in the areas of corporate governance and compliance will serve our company well, both now and into the future." Mr. Henry is an active member in the Arizona community, serving as President of the Arizona Chapter of the National Association of Corporate Directors and previously served as Chairman of the Arizona Chamber of Commerce. Mr. Henry holds both a Bachelors and Masters of Business Administration from the University of Michigan. Concurrent with Mr. Henry's appointment, DHB Industries elected to increase the Board of Directors from five to six members, of which five are independent Directors. -MORE- ABOUT DHB INDUSTRIES INC 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 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-----