-----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, DpNmzXNEPGH/LIj4F+NLhvarObtyclWfQEdS96NermqCTBCew8SOnx8cS6mP6WKn XfXnuqWMttdOOJamzDK1Ug== 0001092306-07-000088.txt : 20070302 0001092306-07-000088.hdr.sgml : 20070302 20070302125605 ACCESSION NUMBER: 0001092306-07-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 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: 07666636 BUSINESS ADDRESS: STREET 1: 2102 S.W. 2ND STREET CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 954-630-0900 MAIL ADDRESS: STREET 1: 2102 S.W. 2ND STREET CITY: POMPANO BEACH STATE: FL ZIP: 33069 FORMER COMPANY: FORMER CONFORMED NAME: DHB CAPITAL GROUP INC /DE/ DATE OF NAME CHANGE: 19960518 8-K 1 form8k022807.txt FORM 8-K DATED 02-28-07 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): FEBRUARY 28, 2007 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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (b) Effective on February 28, 2007, Cary Chasin and Gary Nadelman resigned as directors of DHB Industries Inc. (the "Company"). (d) Effective on March 1, 2007, the Board of Directors of the Company appointed Lieutenant General (retired) Martin R. Berndt and Suzanne M. Hopgood as directors of the Company. General Martin R. Berndt retired from the U.S. Marine Corps in 2005, after more than 36 years of service. He commanded U.S. Marine Corps Forces Atlantic, South and Europe; U.S. Marine Corps Bases, Atlantic; and U.S. Fleet Marine Forces, Atlantic and Europe. General Berndt was commissioned a Second Lieutenant in the Marine Corps upon graduation from West Chester University in 1969. Early in his career, he served in Vietnam and held various positions with the U.S. Marine Corps including Commanding Officer of Headquarters and Maintenance Squadron 26, political-military planner with the Office of the Joint Chiefs of Staff and Executive Officer of Marine Forces Panama. Between 1990 and 1995, he served as a Middle East/Africa planner and U.S. Military Liaison to the West Africa Peacekeeping Force in Liberia, as the Assistant Chief of Staff of Headquarters, U.S. European Command in Stuttgart, Germany, as the Officer-in-Charge, II MEF Special Operations Training Group and as the commander of the 24th Marine Expeditionary Unit. He then served as the Deputy Commander, Marine Forces Atlantic, the Director of Joint Training at USACOM, the Commander of the Joint Warfighting Center and as Deputy Commanding General, Marine Corps Combat Development Command in Quantico Virginia. In 2000 he assumed command of the 2nd Marine Expeditionary Force for two years prior to his final active duty assignment. General Berndt currently serves as a Senior Mentor for the U.S. Marine Corps Staff Training Program and in a similar capacity for Joint Forces Command. He serves as a member of "CorpStrategy" team under the sponsorship of the Institute for Defense and Business, UNC Chapel Hill and is a member of the Onslow County Military Affairs Committee. He serves as a Board member for the Governor's North Carolina Military Foundation and a privately owned company in Northern Virginia. General Berndt is expected to serve on the Board's Nominating and Governance Committee. Suzanne Hopgood is the President and CEO of The Hopgood Group, a business and workout consulting firm she founded in 1985. Ms. Hopgood is a financial expert who has served on the boards of four public companies and as Chairman of the Board for two companies. She helped guide a variety of companies through very difficult business, financial and legal challenges and crises, serving as a turnaround CEO, Chairman of the Board, Chair of public company executive, nominating, governance, and audit committees as well as a member of strategic planning, compensation, and CEO search committees. Ms. Hopgood currently serves on the Board of Acadia Realty Trust (NYSE:AKR), where she is also Chair of the Nominating and Governance Committee and a member of the Audit Committee. Ms. Hopgood is a member of the teaching faculty of the National Association Corporate Directors ("NACD") and also serves as President/Chair of the Connecticut chapter of the NACD. She has been an active educator, facilitator and mediator for boards of a wide variety of public and private companies on behalf of the NACD. She also is an author and frequent speaker on corporate governance issues, and co-wrote the award-winning "BOARD LEADERSHIP FOR THE COMPANY IN CRISIS". Prior to founding The Hopgood Group, Ms. Hopgood was responsible for a $1 billion equity real estate portfolio for Aetna Realty Investors, a subsidiary of Aetna. She received a Bachelors of Science in business administration from the University of New Hampshire. Ms. Hopgood is expected to serve as Chair of the Board's Governance Committee and as a member of the Audit Committee. Each of Mr. Berndt and Ms. Hopgood will be entitled to participate in the Company's non-employee director compensation arrangements, which were previously disclosed in the Company's Form 8-K filed on November 16, 2006. For the fiscal year ending December 31, 2007, their participation in these compensation arrangements will be on a pro rata basis commencing on March 1, 2007. Giving effect to these appointments, the Audit Committee consists of Jack Henry (Chair), Maurice J. Hannigan and Suzanne Hopgood; the Compensation Committee consists of David Bell (Chair), William Campbell and Maurice J. Hannigan; and the Nominating and Governance Committee consists of Suzanne Hopgood (Chair), Martin Berndt and David Bell. Concurrent with the new appointments, the Board of Directors of the Company elected to reduce the size of the Board of Directors from eight to seven members. At present, six members are non-management directors. The press release issued by the Company on March 1, 2007 with respect to the changes to its Board of Directors is filed herewith as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, dated March 1, 2007 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: March 2, 2007 EXHIBIT INDEX 99.1 Press Release, dated March 1, 2007. EX-99.1 2 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 [DHB LOGO GOES HERE] NEWS FROM DHB INDUSTRIES INC. 2102 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 ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS CARY CHASIN AND GARY NADELMAN STEP DOWN; LIEUTENANT GENERAL (RETIRED) MARTIN R. BERNDT AND SUZANNE M. HOPGOOD JOIN THE BOARD OF DIRECTORS POMPANO BEACH, FLORIDA, MARCH 1, 2007 - DHB Industries Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced today that Cary Chasin and Gary Nadelman resigned as Directors, effective February 28, 2007. In addition, the Company disclosed that Lieutenant General (retired) Martin R. Berndt of the U.S. Marine Corps and Suzanne M. Hopgood have been appointed Directors of the Board, replacing Mssrs. Chasin and Nadelman. Senator (retired) William Campbell, Chairman of the Board of Directors, commented, "I would like to extend my appreciation and gratitude to Cary and Gary for their years of service to our company. Both have played key roles in helping us grow over the years, while providing strategic counsel throughout. I, along with the Board of Directors and management team, wish them well in their future endeavors." "I would like to welcome Marty Berndt and Suzanne Hopgood to our Board. General Berndt is a proven leader who will contribute immediately to our success. He is an exceptional source for knowledge into the processes of the Department of Defense. Suzanne's expertise in the areas of strategic planning and financial management will complement our existing Board. Her breadth of experience in working with public companies undergoing transition is a great asset for our company as we implement corporate governance reforms. With these appointments, we continue to strengthen our Board, our management team and all facets of our organization, and thereby, enhance shareholder value," Senator Campbell added. General Martin R. Berndt retired from the U.S. Marine Corps in 2005, after more than 36 years of service. He commanded U.S. Marine Corps Forces Atlantic, South and Europe; U.S. Marine Corps Bases, Atlantic; and U.S. Fleet Marine Forces, Atlantic and Europe. General Berndt was commissioned a Second Lieutenant in the Marine Corps upon graduation from West Chester University in 1969. Early in his career, he served in Vietnam and held various positions with the U.S. Marine Corps including Commanding Officer of Headquarters and Maintenance Squadron 26, political-military planner with the Office of the Joint Chiefs of Staff and Executive Officer of Marine Forces Panama. Between 1990 and 1995, he served as a Middle East/Africa planner and U.S. Military Liaison to the West Africa Peacekeeping Force in Liberia, as the Assistant Chief of Staff of Headquarters, U.S. European Command in Stuttgart, Germany, as the Officer-in-Charge, II MEF Special Operations Training Group and as the -MORE- commander of the 24th Marine Expeditionary Unit. He then served as the Deputy Commander, Marine Forces Atlantic, the Director of Joint Training at USACOM, the Commander of the Joint Warfighting Center and as Deputy Commanding General, Marine Corps Combat Development Command in Quantico Virginia. In 2000 he assumed command of the 2nd Marine Expeditionary Force for two years prior to his final active duty assignment. General Berndt currently serves as a Senior Mentor for the U.S. Marine Corps Staff Training Program and in a similar capacity for Joint Forces Command. He serves as a member of "CorpStrategy" team under the sponsorship of the Institute for Defense and Business, UNC Chapel Hill and is a member of the Onslow County Military Affairs Committee. He serves as a Board member for the Governor's North Carolina Military Foundation and a privately owned company in Northern Virginia. Suzanne Hopgood is the President and CEO of The Hopgood Group, a business and workout consulting firm she founded in 1985. She is a financial expert and served on the board of four public companies and as Chairman of the Board for two companies. She helped guide a variety of companies through very difficult business, financial and legal challenges and crises, serving as a turnaround CEO, Chairman of the Board, Chair of public company executive, nominating, governance, and audit committees as well as a member of strategic planning, compensation, and CEO search committees. Suzanne currently serves as the Chair of the nominating and governance committees of Acadia Realty Trust, a public company and has twice served as a member of board slates elected in proxy contests initiated by institutional investors. Ms Hopgood is a member of the teaching faculty of the National Association Corporate Directors ("NACD") and is an active educator, facilitator and mediator for boards of a wide variety of public and private companies on behalf of the NACD. She is an author and frequent speaker on corporate governance issues, and co-wrote the award-winning "BOARD LEADERSHIP FOR THE COMPANY IN CRISIS". Prior to founding The Hopgood Group, Ms. Hopgood was responsible for a $1 billion equity real estate portfolio for Aetna Realty Investors, a subsidiary of Aetna. She received a Bachelors of Science in business administration from the University of New Hampshire. 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) THE COMPANY'S LACK OF AUDITED FINANCIAL STATEMENTS AND ITS ABILITY TO FILE ITS PERIODIC REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION ON A TIMELY BASIS, (2) IMPROVEMENT IN THE COMPANY'S INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (3) DE-LISTING FROM THE AMERICAN STOCK EXCHANGE, (4) UNCERTAINTY OF FUTURE FINANCIAL RESULTS, (5) ADDITIONAL FINANCING REQUIREMENTS, (6) DEVELOPMENT OF NEW PRODUCTS, (7) GOVERNMENT APPROVAL PROCESSES, INCLUDING APPROVAL OF THE SETTLEMENT BY THE COURT, (8) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (9) TECHNOLOGICAL CHANGES, (10) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS, (11) 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 (12) 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-----