-----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, I5HzPzm7QGfZJ3uhMoPPtS+wYiWAgqRwnUc4Brgpd3Lfz/S6QYwTUf0XxDfELhnZ /GXbFt7R2/xj0Qckt3PCvw== 0001092306-07-000472.txt : 20071002 0001092306-07-000472.hdr.sgml : 20071002 20071002172131 ACCESSION NUMBER: 0001092306-07-000472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071001 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071002 DATE AS OF CHANGE: 20071002 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: 071150911 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, DC 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): October 1, 2007 POINT BLANK SOLUTIONS, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) DELAWARE 001-13112 11-3129361 ________________________________________________________________________________ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2102 SW 2nd Street, Pompano Beach, Florida 33069 ________________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 630-0900 DHB INDUSTRIES, INC _____________________________________________________________ (Former name or 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL YEAR. On October 1, 2007, DHB Industries, Inc. (the "Company") changed its name from DHB Industries, Inc. to Point Blank Solutions, Inc. Pursuant to Section 253 of the Delaware General Corporation Law, the name change was effected by the merger of Point Blank Solutions, Inc., a wholly-owned subsidiary of the Company, with and into the Company (the "Merger") and the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on October 1, 2007. The Merger became effective on October 1, 2007 at the time of the Certificate of Ownership and Merger was filed. A copy of the Certificate of Ownership and Merger is attached as Exhibit 3.2. The name change did not require stockholder approval and outstanding stock certificates of the Company are not affected by the change in name and need not be exchanged as they continue to be valid. The registrant's common stock continues to be traded in the over-the-counter market and quoted on the Pink Sheets under the symbol "DHBT.PK." The name change may result in a change in the Company's ticker symbol. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description of Exhibit 3.1 Certificate of Ownership and Merger of Point Blank Solutions, Inc. into DHB Industries, Inc., dated October 1, 2007. 99.1 Press Release issued by Point Blank Solutions, Inc. entitled "DHB Announces Name Change to Point Blank Solutions, Inc." and dated October 2, 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. POINT BLANK SOLUTIONS, INC. Date: October 2, 2007 /s/ JOHN SIEMER ________________________________________ Name: John Siemer Title: COO and Chief of Staff 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT 3.1 Certificate of Ownership and Merger of Point Blank Solutions, Inc. into DHB Industries, Inc., dated October 1, 2007. 99.1 Press Release issued by Point Blank Solutions, Inc. entitled "DHB Announces Name Change to Point Blank Solutions, Inc." and dated October 2, 2007. 4 EX-3.(I) 2 ex3-1.txt EXHIBIT 3.1 CERTIFICATE OF MERGER OF Point Blank Solutions, Inc. AND DHB Industries, Inc. It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) Point Blank Solutions, Inc., which is incorporated under the laws of the State of Delaware; and (ii) DHB Industries, Inc. which is incorporated under the laws of the State of Delaware. 2. An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware. 3. The name of the surviving corporation in the merger herein certified is DHB Industries, Inc., which will continue its existence as said surviving corporation changing the name to Point Blank Solutions, Inc. upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware. 4. The Certificate of Incorporation of DHB Industries, Inc., as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the General Corporation Law of the State of Delaware. 5. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: 6. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations. 7. The Agreement of Merger between the aforesaid constituent corporations provides that the merger herein certified shall be effective on October 1, 2007. Dated: October 1, 2007 Point Blank Solutions, Inc. By: /s/ LARRY ELLIS ________________________________ Larry Ellis President Dated: October 1, 2007 DHB Industries, Inc. By: /s/ JOHN SIEMER _________________________________ John Siemer Chief Operating Officer and Chief of Staff EX-99 3 ex99-1.txt EXHIBIT 99.1 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@PBSInc.com or ir@PBSInc.com DHB INDUSTRIES ANNOUNCES NAME CHANGE POMPANO BEACH, FLORIDA, OCTOBER 2, 2007 - Today, DHB Industries, Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, announced it changed its corporate name to Point Blank Solutions, Inc. Shares of the Company's common stock will continue to trade in the over-the-counter market and quoted on the Pink Sheets under the symbol DHBT.PK until further notice. The Company adopted the new URL of www.PointBlankSolutionsInc.com. The name change was effected pursuant to Section 253 of the Delaware General Corporation Law, by the merger of Point Blank Solutions, Inc., a wholly owned subsidiary of the Company, with and into the Company. The merger became effective on October 1, 2007 at the time of a Certificate of Ownership and Merger was filed with the Secretary of State of the State of Delaware. In addition, the Company changed the name of NDL Products, Inc. (one of its operating subsidiaries) to Life Wear Technologies, Inc., effective immediately. Life Wear Technologies manufactures and distributes sports medicine, health support devices and other products for use by serious athletes, weekend sports enthusiasts and general consumers. Larry Ellis, President and CEO stated, "Over the past year we developed and began implementing a strategy to enhance current operations into a strong platform for future growth. In changing the name of the Company to Point Blank Solutions, Inc, we are aligning our corporate name with our vision to become the global leader in safety apparel and protective solutions. The planned growth in sports medicine and health support products is an important facet of the overall corporate strategy. As such, we changed the name of the business to Life Wear Technologies, Inc. By doing so, we seek to give the Company a name and brand that will afford great opportunities in the future and become an excellent moniker for our planned product line expansion." ABOUT POINT BLANK SOLUTIONS, INC. Point Blank Solutions, Inc. is a worldwide leader in the design and production of technologically advanced body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is also recognized as the largest producer of soft body armor in the U.S. With state-of-the-art manufacturing and laboratory testing facilities, strategic technology and marketing alliances, and an ongoing commitment to drive innovation, Point Blank Solutions has proven that it can deliver the most advanced body armor solutions, quicker and better than anyone in the industry. The Company maintains facilities in Deerfield Beach, FL, Oakland Park, FL, Pompano Beach, FL, Jacksboro, TN and Washington, DC. To learn more about Point Blank Solutions, Inc. visit our website at www.PointBlankSolutionsInc.com. - MORE - 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... 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-----