-----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, VKN+3e+JEelc6QSHL/GdlmCcYavAkvBxXrMLuaH3aeB8pqdubRKSq62V4kP10IMv CstDw7jl4LF/VidLmOI7mw== 0001092306-07-000313.txt : 20070709 0001092306-07-000313.hdr.sgml : 20070709 20070709144808 ACCESSION NUMBER: 0001092306-07-000313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070703 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070709 DATE AS OF CHANGE: 20070709 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: 07969268 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 dhb8k.txt 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): July 3, 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 8.01 OTHER EVENTS. The Company announced that the United States District Court, Eastern District of New York, had granted the plaintiffs' motion for preliminary approval of the settlements entered into in connection with the securities class action against the Company and certain individual defendants, as well as the related shareholder derivative action. Under the settlement documents, the plaintiff class consists of all persons who purchased or otherwise acquired DHB shares during the period from November 18, 2003 through November 30, 2006. After notices of the settlement are mailed and published, the Court will hold a hearing to consider and determine whether to grant final approval of the settlement. The court has scheduled the hearing for October 5, 2007. The Company also provided an update to its January 2007 financial disclosure. For the six months ending on June 30, 2007, the Company received approximately $191 million in cash receipts (a non-GAAP measure consisting principally of collections of trade accounts receivable, but also certain other operating and non-operating cash receipts). The majority of the cash receipts relate to shipments under Military and Domestic contracts. Cash receipts and liquidity requirements vary during the year based on orders and shipments, and orders under US Military contracts may become less active near the change in the Federal fiscal year in October. As of June 30, 2007, the Company had approximately $7 million outstanding under its credit facility. During the first six months of 2007, debt outstanding averaged approximately $6 million. Outstanding amounts fluctuate daily based on collections from customers and the timing of payments for goods and services. As of June 30, 2007, the Company had 51,027,535 shares of its common stock issued and outstanding. Additionally, the Company reaffirmed that it remains on track to file audited annual financial results through 2006 by the end of the third quarter of 2007. The Company is working with its independent auditors to complete the financial statements required by the Securities and Exchange Commission (SEC). The foregoing announcements were disclosed by the Company in a press release on July 9, 2007. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release of the Company, dated July 9, 2007. 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/ THOMAS CANFIELD _______________________________ Thomas Canfield, General Counsel & Secretary Dated: July 9, 2007 3 Exhibit Index 99.1 Press Release, July 9, 2007. 4 EX-99 2 ex-99.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 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 DHB INDUSTRIES ANNOUNCES PRELIMINARY COURT APPROVAL OF CLASS ACTION SETTLEMENT AND PROVIDES UPDATES ON FINANCIAL AND CORPORATE MATTERS Pompano Beach, Florida, July 9, 2007 - DHB Industries Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced that the United States District Court, Eastern District of New York, had granted the plaintiffs' motion for preliminary approval of the settlements entered into in connection with the securities class action against the Company and certain individual defendants, as well as the related shareholder derivative action. Under the settlement documents, the plaintiff class consists of all persons who purchased or otherwise acquired DHB shares during the period from November 18, 2003 through November 30, 2006. After notices of the settlement are mailed and published, the Court will hold a hearing to consider and determine whether to grant final approval of the settlement. The court has scheduled the hearing for October 5, 2007. Further, the Company provided an update to its January 2007 financial disclosure. For the six months ending on June 30, 2007, the Company received approximately $191 million in cash receipts (a non-GAAP measure consisting principally of collections of trade accounts receivable, but also certain other operating and non-operating cash receipts). The majority of the cash receipts relate to shipments under Military and Domestic contracts. Cash receipts and liquidity requirements vary during the year based on orders and shipments, and orders under US Military contracts may become less active near the change in the Federal fiscal year in October. As of June 30, 2007, the Company had approximately $7 million outstanding under its credit facility. During the first six months of 2007, debt outstanding averaged approximately $6 million. Outstanding amounts fluctuate daily based on collections from customers and the timing of payments for goods and services. As of June 30, 2007, the Company had 51,027,535 shares of its common stock issued and outstanding. Additionally, the Company reaffirmed that it remains on track to file audited annual financial results through 2006 by the end of the third quarter of 2007. The Company is working with its independent auditors to complete the financial statements required by the Securities and Exchange Commission (SEC). Larry Ellis, President and CEO stated, "While we are aggressively pursuing new opportunities, our business remains healthy across all customer segments. The major portion of our business remains with the Defense Department, but we have seen a proportionate increase in domestic law enforcement business compared to prior years. Our approximately 1,200 employees continue to manufacture high quality products, and their dedication has enabled us to improve operating efficiencies and to consistently meet production deadlines and standards." Ellis continued, "We also continue to improve the systems and controls throughout the organization that are vital to our long-term growth. Overall, we have confidence in our Company's future and remain focused on enhancing shareholder value." - MORE - 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-----