-----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, L+xAGPQiXOCWekk8+x5l1gxf6t2MGTh8++QUhCtiBwMrRl05EcHiLzmv4dBKgeHa 0EEBKisOEP/F0ykFeC/8HQ== 0001092306-07-000544.txt : 20071105 0001092306-07-000544.hdr.sgml : 20071105 20071105171135 ACCESSION NUMBER: 0001092306-07-000544 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071030 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINT BLANK SOLUTIONS, 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: 071214858 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 INDUSTRIES INC DATE OF NAME CHANGE: 20020513 FORMER COMPANY: FORMER CONFORMED NAME: DHB CAPITAL GROUP INC /DE/ DATE OF NAME CHANGE: 19960518 8-K 1 pbso8k.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 NOVEMBER 5, 2007 (OCTOBER 30, 2007) ________________________________________________ Date of Report (Date of earliest event reported) 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 _____________________________________________________________ (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 8.01 OTHER EVENTS. On October 30, 2007, Point Blank Solutions, Inc. (the "Company") received an unsolicited proposal from Steel Partners II, L.P. ("Steel Partners"), an unrelated party, to acquire the shares of the Company that Steel Partners does not already own for no less than $5.50 per share in cash. A copy of the proposal is attached as Exhibit 99.1 to this Form 8-K. On October 30, 2007, the Company issued a press release announcing receipt of the proposal. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K. On November 1, 2007, the Company issued a press release announcing that its ticker symbol was changed to "PBSO.PK" as a result of the Company's name change from DHB Industries, Inc. to Point Blank Solutions, Inc. A copy of the press release is attached as Exhibit 99.3 to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. EXHIBIT NO. DESCRIPTION OF EXHIBIT 99.1 Letter from Steel Partners II, L.P., dated October 30, 2007. 99.2 Press Release issued by Point Blank Solutions, Inc., entitled "Point Blank Solutions Receives Unsolicited Proposal from Steel Partners," dated October 30, 2007. 99.3 Press Release issued by Point Blank Solutions, Inc., entitled "Point Blank Solutions Changes Trading Symbol," dated November 1, 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: November 5, 2007 By: _____________________________ Name: John Siemer Title: COO and Chief of Staff 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT 99.1 Letter from Steel Partners II, L.P., dated October 30, 2007. 99.2 Press Release issued by Point Blank Solutions, Inc., entitled "Point Blank Solutions Receives Unsolicited Proposal from Steel Partners," dated October 30, 2007. 99.3 Press Release issued by Point Blank Solutions, Inc., entitled "Point Blank Solutions Changes Trading Symbol," dated November 1, 2007. 4 EX-99 2 exhibit99-1.txt EX-99.1 EXHIBIT 99.1 October 30, 2007 VIA FACSIMILE AND FEDERAL EXPRESS Point Blank Solutions, Inc. (f/k/a DHB Industries, Inc.) 2102 SW 2nd Street Pompano Beach, Florida 33069 Attn: General Larry R. Ellis, President & CEO Senator William Campbell, Chairman of the Board cc: Board of Directors Dear General Ellis and Senator Campbell: Steel Partners II, L.P. ("Steel"), a shareholder of Point Blank Solutions, Inc. ("PBSI" or the "Company"), has recently expressed its willingness to you and the Board to enter into a negotiated transaction with the Company that we believe would create immediate value for all of the Company's shareholders. As you know, Steel has extensive experience working with and maximizing the value of public companies in the defense industry. A prime example is our involvement with United Industrial Corporation ("UIC"). We obtained representation on UIC's board in order to effect changes in management and corporate governance on behalf of all of UIC's shareholders. Ultimately, we were able to implement improvements in capital structure, cost structure and operational strategy that have been reflected in UIC's current stock price. When Steel began investing in UIC in April 1999, UIC's shares were trading at approximately $9.85 per share. Today, UIC is up over 700% from Steel's initial investment price and recently agreed to be sold to Textron, Inc. for $81 per share in cash. The total value of the acquisition is approximately $1.1 billion. In both 2006 and 2007, UIC was ranked one of the 200 best small companies in the U.S. by Forbes Magazine. Steel has also worked with and enhanced the value of other defense companies, including Aydin Corp. ("Aydin"), ECC International Corp. ("ECC") and Tech-Sym Corp. ("Tech-Sym"), all of which were sold at attractive premiums after Steel became involved on the Board of Directors of each of these companies. In March 1999, Aydin agreed to be acquired by L-3 Communications for $13.50 per share, representing a 57% premium over Aydin's share price prior to Steel's involvement on the Aydin Board of Directors. In September 2000, Tech-Sym Corp. shareholders approved an acquisition by Integrated Defense Technologies, Inc. for $30 per share, representing approximately a 67% premium over Tech-Sym's share price prior to Steel's involvement on the Board of Directors. In August 2003, ECC agreed to be acquired by Cubic Corporation for $5.25 per share in cash, representing an approximate 60% premium over ECC's share price prior to Steel's involvement on the Board of Directors. We were informed that PBSI's Board had retained bankers, and could not respond at that point to Steel's acquisition proposal and request for due diligence, but that we would be hearing from the Company. It has been some time and we are still awaiting a substantive response from the Company. While it was our preference to communicate privately with the Company regarding a value enhancing transaction, no progress has been made in the two months since Steel first expressed interest in acquiring the Company. Accordingly, Steel hereby publicly sets forth its willingness to enter into discussions with PBSI's Board of Directors to pursue negotiations of a definitive merger agreement to acquire 100% of the capital stock of PBSI, through a newly-formed acquisition vehicle affiliated with Steel, for no less than $5.50 per share in cash. This proposal represents no less than an attractive 23% premium to yesterday's closing price. Our proposal is not subject to any financing contingency and we would be willing to agree to discuss commencing a tender offer upon signing a definitive merger agreement to facilitate immediate liquidity to the Company's shareholders. Steel's proposal would provide PBSI's shareholders with the immediate opportunity to maximize the value of their investment in the Company. We are confident that our proposal represents the best strategic alternative available to immediately maximize shareholder value for the Company and its public shareholders. We propose that the transaction be accomplished through a definitive tender offer/merger agreement. Our proposal is conditioned upon satisfactory completion of due diligence, obtaining all necessary consents and approvals, redemption or waiver of the shareholder rights plan, waiver of any other anti-takeover provisions and certain other customary conditions. We have a due diligence team including attorneys, accountants and financial advisors available to promptly commence and complete all required due diligence. With the Company's cooperation, we would anticipate being able to complete due diligence in no more than 30 days. We are prepared to immediately negotiate a definitive purchase agreement that embodies the terms and conditions of our proposal and enter into the definitive agreement promptly after completion of due diligence. If as a result of our due diligence Steel finds evidence of additional value inherent in the Company based on operating results or otherwise, Steel would be willing to upwardly adjust the offer price to reflect such additional value. Steel invites you to share with us any documentation in the Board's possession which it believes reflects additional value in the shares that it believes is not already known to us. We look forward to promptly moving forward, entering into an appropriate confidentiality agreement and commencing our due diligence immediately. Our proposal is based upon the publicly available information about PBSI known to Steel. This letter should not be construed as a binding obligation on Steel unless and until a definitive agreement is entered into in form acceptable to Steel and Steel reserves the right to withdraw, modify or otherwise change its indication of interest at any time. Steel stands ready to meet with you and PBSI's Board of Directors and its representatives as soon as possible. Please contact the undersigned at (212) 520-2330 to discuss any questions you or the Board might have. Very truly yours, STEEL PARTNERS II, L.P. By: Steel Partners, L.L.C. General Partner By:____________________________ Warren G. Lichtenstein Managing Member EX-99 3 exhibit99-2.txt EX-99.2 EXHIBIT 99.2 POINT BLANK NEWS FROM POINT BLANK SOLUTIONS, INC. SOLUTIONS, INC. 2102 SW 2nd Street * Pompano Beach, FL 33069 Tel: 954-630-0900 * www.pointblanksolutions.com COMPANY CONTACT: Media Relations/Investor Relations Glenn Wiener 212-786-6013 pr@PBSInc.com or ir@PBSInc.com POINT BLANK SOLUTIONS RECEIVES UNSOLICITED PROPOSAL FROM STEEL PARTNERS POMPANO BEACH, FL, OCTOBER 30, 2007 - Point Blank Solutions, Inc. (OTC Pink Sheets: DHBT.PK), a leader in the field of protective body armor, confirmed today that it has received an unsolicited proposal from Steel Partners II, L.P. stating their willingness to enter into negotiations to acquire all of the common stock of Point Blank Solutions, Inc. The proposal received is under review by the Board of Directors and management. Consistent with its fiduciary duties, the Company's Board of Directors will evaluate all proposals and strategic initiatives in its efforts to enhance shareholder value. Any further discussion of the letter would be premature at this time. ABOUT POINT BLANK SOLUTIONS, INC. Point Blank Solutions, Inc. is a 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 believes 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. 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) CHANGES IN THE COMPANY'S INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (2) DE-LISTING FROM 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 - MORE - AND IMPACT OF LITIGATION TO WHICH THE COMPANY IS A PARTY AND THE SECURITIES AND EXCHANGE COMMISSION AND OTHER INVESTIGATIONS REGARDING THE COMPANY, (11) TURNOVER IN THE COMPANY'S SENIOR MANAGEMENT AND (12) OTHER UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, WITHOUT LIMITATION, THOSE UNCERTAINTIES AND RISKS DISCUSSED IN DETAIL IN PART II ITEM 1A. "RISK FACTORS," IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2007. 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. - #### - EX-99 4 exhibit99-3.txt EX-99.3 EXHIBIT 99.3 POINT BLANK NEWS FROM POINT BLANK SOLUTIONS, INC. SOLUTIONS, INC. 2102 SW 2nd Street * Pompano Beach, FL 33069 Tel: 954-630-0900 * www.pointblanksolutions.com COMPANY CONTACT: Media Relations/Investor Relations Glenn Wiener 212-786-6013 PR@PBSINC.COM or IR@PBSINC.COM POINT BLANK SOLUTIONS CHANGES TRADING SYMBOL POMPANO BEACH, FL, NOVEMBER 1, 2007 - Point Blank Solutions, Inc. (OTC Pink Sheets: PBSO.PK), a leader in the field of protective body armor, announced today that effective with the market open this morning, the Company's common stock will begin trading under a new ticker symbol: PBSO. Larry Ellis, President and CEO stated, "The ticker symbol reflects our new corporate name - Point Blank Solutions, Inc. The people behind the PBSO symbol will continue to build on the tremendous successes of the past fifteen months. Since August 2006, we have installed a new board of directors and a new management team, focused on producing the world's best protective solutions, enhancing corporate governance and building shareholder value. We expanded our law enforcement business and provided the U.S. Armed Forces best value solutions at lower cost, as evidenced by recent awards for the Interceptor Outer Tactical Vest and the Improved Outer Tactical Vest." ABOUT POINT BLANK SOLUTIONS, INC. Point Blank Solutions, Inc. is a 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 believes 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. 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) CHANGES IN THE COMPANY'S INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (2) DE-LISTING FROM 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, (11) TURNOVER IN THE COMPANY'S SENIOR MANAGEMENT AND (12) OTHER UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, WITHOUT LIMITATION, THOSE UNCERTAINTIES AND RISKS DISCUSSED IN DETAIL IN PART II ITEM 1A. "RISK FACTORS," IN THE COMPANY'S QUARTERLY REPORT ON FORM - MORE - 10-Q FOR THE QUARTER ENDED JUNE 30, 2007. 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-----