-----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, HVNgvOIbD/qmZmd44juJJK++qOK0GosZT2F/Ax40nfgEDQkllwRsr6la8U8n5lHd 6SjiXXg/x7sWiPVMctatxQ== 0001092306-06-000714.txt : 20061128 0001092306-06-000714.hdr.sgml : 20061128 20061128135855 ACCESSION NUMBER: 0001092306-06-000714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061122 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: 20061128 DATE AS OF CHANGE: 20061128 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: 061241767 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 11-22-06 - #2 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 22, 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 22, 2006, the Board of Directors of DHB Industries, Inc. (the "Company") elected David Bell and Maurice J. Hannigan as directors. Mr. Bell is Chairman Emeritus of the Interpublic Group, a public company and one of the world's leading organizations of advertising agencies and marketing services companies, a position he has held since January 2005. Mr. Bell was Chief Executive Officer of Interpublic from 2003 to 2005 and joined the Company as Vice Chairman in 2001. Previously, Mr. Bell was Chairman and Chief Executive Officer of True North Communications Inc., a public company, and prior to that was President and CEO of Bozell Worldwide. He came to Bozell in 1975 when the agency acquired Knox Reeves Advertising, where he had been President since 1972. A member of the Ad Council's Board of Directors since 1997, Bell served as its Chairman from June 2002 until May 2003. Bell also served as Chairman of the American Association of Advertising Agencies in 1996-1997 and was a two-time Chairman of the American Advertising Federation. He is currently Chairman of the Advertising Educational Foundation and of PRO-AD PAC, the industry's Political Action Committee. Additionally, Mr. Bell serves on the Board of Directors of Primedia Inc. and as an independent director for Warnaco Group, Inc., both public companies. Mr. Bell is a graduate of Macalester College in St. Paul, Minnesota and went on to become the college's youngest trustee. He received both the Macalester College Distinguished Alumni Award and its Charter Centennial Medallion. Mr. Hannigan enjoyed a thirty-one year career with the California Highway Patrol, holding a variety of positions, including the last 7 years as Commissioner, before retiring in 1995. Since his retirement, Mr. Hannigan has been involved in a number of academic and advisory programs and currently sits on the Board of Directors of the National Executive Institute Associates of the Federal Bureau of Investigation Academy in Quantico, Virginia. He is a member of the Advocates for Highway Safety Committee, California Peace Officer's Association and the State and Provincial Division of the International Association of Chiefs of Police, where he served as Chairman from 1993-1995. Mr. Hannigan also was Chairman of the NAFTA Law Enforcement Sub-Committee of the U.S. Department of Transportation from 1993-1995, Chairman of the 1988 U.S. Surgeon General's Workshop on Driving Under the Influence, Law Enforcement Group and Chairman of the Occupant Restraint Committee, a Traffic Safety Summit sponsored by the U.S. Secretary of Transportation. He holds a Bachelor of Arts from Golden Gate University in the Administration of Justice program, in addition to several other educational honors. Concurrent with these two appointments, DHB Industries elected to increase the Board of Directors from six to eight members, of which seven are independent Directors. Also on November 22, 2006, each of Messrs. Bell and Hannigan received, in connection with his election to the Board of Directors, warrants to acquire 5,342 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 22, 2006. The press release issued by the Company on November 28, 2006 with respect to the election of Messrs. Bell and Hannigan is filed herewith as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated November 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/ THOMAS C. CANFIELD ___________________________________ Name: Thomas C. Canfield Title: General Counsel & Secretary Dated: November 28, 2006 EXHIBIT INDEX 99.1 Press Release, dated November 28, 2006. EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 DHB NEWS FROM DHB INDUSTRIES INC INDUSTRIES INC. 2102 SW 2nd Street * Pompano Beach, FL 33069 LOGO 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 THE APPOINTMENTS OF DAVID BELL AND MAURICE HANNIGAN TO ITS BOARD OF DIRECTORS POMPANO BEACH, FLORIDA, NOVEMBER 28, 2006 - DHB Industries Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced today the appointments of David Bell and Maurice ("Maury") J. Hannigan to its Board of Directors. DAVID BELL - Mr. Bell is Chairman Emeritus of the Interpublic Group, a public company and one of the world's leading organizations of advertising agencies and marketing services companies, a position he has held since January 2005. Mr. Bell was Chief Executive Officer of Interpublic from 2003 to 2005 and joined the Company as Vice Chairman in 2001. Previously, Mr. Bell was Chairman and Chief Executive Officer of True North Communications Inc., a public company, and prior to that was President and CEO of Bozell Worldwide. He came to Bozell in 1975 when the agency acquired Knox Reeves Advertising, where he had been President since 1972. A member of the Ad Council's Board of Directors since 1997, Bell served as its Chairman from June 2002 until May 2003. Bell also served as Chairman of the American Association of Advertising Agencies in 1996-1997 and was a two-time Chairman of the American Advertising Federation. He is currently Chairman of the Advertising Educational Foundation and of PRO-AD PAC, the industry's Political Action Committee. Additionally, Mr. Bell serves on the Board of Directors of Primedia Inc. and as an independent director for Warnaco Group, Inc., both public companies. Mr. Bell is a graduate of Macalester College in St. Paul, Minnesota and went on to become the college's youngest trustee. He received both the Macalester College Distinguished Alumni Award and its Charter Centennial Medallion. MAURICE HANNIGAN - Mr. Hannigan enjoyed a thirty-one year career with the California Highway Patrol, holding a variety of positions, including the last 7 years as Commissioner, before retiring in 1995. Since his retirement, Mr. Hannigan has been involved in a number of academic and advisory programs and currently sits on the Board of Directors of the National Executive Institute Associates of the Federal Bureau of Investigation Academy in Quantico, Virginia. He is a member of the Advocates for Highway Safety Committee, California Peace Officer's Association and the State and Provincial Division of the International Association of Chiefs of Police, where he served as Chairman from 1993-1995. Mr. Hannigan also was Chairman of the NAFTA Law Enforcement Sub-Committee of the U.S. Department of Transportation from 1993-1995, Chairman of the 1988 U.S. Surgeon General's Workshop on Driving Under the Influence, Law Enforcement Group and Chairman of the Occupant Restraint Committee, a Traffic Safety Summit sponsored by the U.S. Secretary of Transportation. He holds a Bachelor of Arts from Golden Gate University in the Administration of Justice program, in addition to several other educational honors. - MORE - Senator William Campbell, DHB's Chairman of the Board stated, "We are honored to have added both David Bell and Maury Hannigan to our Board of Directors. David's expertise in the areas of business management and marketing will be a tremendous asset to our organization, and he is recognized as a highly distinguished and reputable business executive. Maury has enjoyed a long and diverse career in the law enforcement community and has strong ties within our target market, both with law enforcement personnel and federal agencies. We are delighted to have them on board as we continue to strengthen our organization and position our company as a leader in our industry." Concurrent with these two appointments, DHB Industries elected to increase the Board of Directors from six to eight members, of which seven are independent Directors. 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-----