-----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, P4b1lrGPOW4SYJj4kNdcFoVNUiy0kdLZWLJQTltKfDLKhSfF5RweC/ADQ7m/XLy+ J2jvmsWEGCleC/QYl+FRTg== 0001092306-07-000548.txt : 20071106 0001092306-07-000548.hdr.sgml : 20071106 20071106164811 ACCESSION NUMBER: 0001092306-07-000548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071106 DATE AS OF CHANGE: 20071106 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: 071218512 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, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 NOVEMBER 6, 2007 (OCTOBER 31, 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 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. (e) Following several meetings and deliberations that began earlier in the year, the Compensation Committee (the "Committee") of Point Blank Solutions, Inc. (the "Company") adopted the 2007 Annual Incentive Plan (the "Plan") on October 31, 2007. An independent consulting firm assisted the Company in developing the Plan. Pursuant to the Plan, all employees, including the Company's Principal Financial Officer and the Named Executive Officers (as such term is defined in Item 402 of Regulation S-K), but excluding the Company's Chief Executive Officer and President (whose bonus will be determined outside of the Plan), are eligible to receive cash bonuses for achievement of pre-set performance targets by the Company. Notwithstanding the foregoing, the Compensation Committee retains discretion under the Plan to limit participation in the Plan to one or more sub-groups of the Company's employees. Under the Plan, an aggregate pool of funds (the "Pool") will be established for payment of bonuses based upon the Company's achievement of specified financial and non-financial goals for the 2007 fiscal year. The Plan's financial goals (the "Financial Goals") are based upon (i) the rate of achievement by the Company of a target adjusted EBITDA (calculated as earnings before interest, taxes, depreciation, amortization, certain non-recurring professional fees and non-cash stock compensation), and (ii) revenue levels. The level of achievement of the adjusted EBITDA target is weighted at 75% and the level of achievement of the revenue target is weighted at 25% in determining performance against the Financial Goals. Based upon the rate of achievement of the Financial Goals, the Pool will be preliminarily calculated as follows: ________________________________________________________________________________ FINANCIAL GOAL PERFORMANCE LEVEL POOL FUNDING ________________________________________________________________________________ Below 75% of target No Pool funding ________________________________________________________________________________ Between 75% and 100% Pool funding between 50% and 100% of target Bonus Pool ________________________________________________________________________________ Between 100% and 125% Pool funding between 100% and 150% of target Pool ________________________________________________________________________________ Between 125% and 150% At the Committee's discretion, the Pool may be funded up to two times the target Pool ________________________________________________________________________________ 2 After determination of the preliminary Pool based upon the Company's achievement of the Financial Goals, the Committee may adjust the amount of the Pool, in the Committee's discretion, based upon the level of achievement of specified non-financial goals. The Plan's non-financial goals (the "Non-Financial Goals") are (i) the achievement of regaining compliance with Securities Exchange Commission filing requirements and (ii) the integration of the Company's information systems (which combined criteria may result in an increase or decrease of the Pool by up to 25%). As part of the Plan, the Committee adopted target bonus levels for participants, which are expressed as percentages of each participant's annual salary. These target bonuses are used in determining the contribution by the Company to the Pool for each participant, as well as providing guidance for determining each participant's individual bonus payout under the Plan. Individual target bonus levels are based upon competitive market levels and Company internal equity considerations. However, the target bonus levels are not binding upon the Committee in determining the final aggregate contribution by the Company to the Pool or the payout for any participant. The below table sets forth the applicable target bonus percentages for the Company's individual funding contributions to the Pool and individual payout guidance for the Company's Principal Financial Officer and Named Executive Officers that were adopted under the Plan: ________________________________________________________________________________ OFFICER TARGET BONUS MAXIMUM BONUS ________________________________________________________________________________ James F. Anderson, Chief Financial Officer 50% 100% and Chief Accounting Officer ________________________________________________________________________________ John C. Siemer, Chief Operating Officer and Chief of Staff 50% 100% ________________________________________________________________________________ Samuel B. White, Executive Vice President, 50% 100% Global Sales, Marketing and Research Development ________________________________________________________________________________ Determination of the available Pool under the Plan will occur after certification of the achievement of the performance criteria by the Committee, which in the case of the Financial Goals, will be based upon the 2007 audited financial statements of the Company. Final bonus payouts for the above individuals will be approved by the Committee based upon recommendations by the Company's Chief Executive Officer taking into account evaluations of individual performance under the Company's performance management system and assessments of relative contributions. 3 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. By: _________________________________________________ Name: John Siemer Title: Chief Operating Officer and Chief of Staff Dated: November 6, 2007 -----END PRIVACY-ENHANCED MESSAGE-----