DEFA14A 1 ddefa14a.htm PROXY Proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

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Securities Exchange Act of 1934

(Amendment No.      )

 

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POINT BLANK SOLUTIONS, INC.

 

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The following presentation was delivered to Institutional Shareholder Services on April 10, 2008, in connection with Point Blank Solutions, Inc.’s 2008 Annual Meeting of Stockholders.


Point Blank Solutions, Inc.
Annual Meeting
April 22, 2008
Presentation for RiskMetrics Group
April 10,
2008


Contents
1.
Introduction
2.
Company Overview
3.
A Look at the Past: Corporate/Legacy Issues
4.
Building a Team for the Future
5.
Strategy, Execution and Results
6.
Why We Disagree with Steel Partners’
Proxy Contest
7.
Corporate Governance
8.
Our Interests Are Aligned with Our Shareholders
9.
Qualifications of Our Directors
1


Company Overview
Point Blank Solutions is a leading manufacturer and provider of bullet, fragmentation and stab resistant
apparel and related ballistic accessories.  Our products are used domestically and internationally by
military, law enforcement, security and corrections personnel, as well as, government agencies.
The Company, through its wholly-owned subsidiary, Life Wear Technologies, also manufactures and
distributes
sports
medicine,
health
support
and
other
products,
including
a
variety
of
knee,
ankle,
elbow,
wrist, back supports and braces.  These products are sold to retail, pharmaceutical and other national
distribution outlets.
Relationships are key drivers to our future success.  Over the years, the Company and our key
executives have built strong alliances with leading fiber suppliers, weavers, distributors and its global
customer base.
Point Blank Solutions is one of the largest suppliers of soft body armor to the U.S. Armed Forces and
government, and has been for years.  Its protective solutions have been credited with saving thousands
of
American
lives
both
abroad,
in
places
such
as
Afghanistan
and
Iraq,
and
at home.
The ballistic-resistant garment business has become highly competitive and fragmented. The Company
competes
by
providing
high
quality
solutions
that
meet
or
exceed
industry
standards.
Partnering
with
its
customers and primary suppliers, Point Blank for years has developed the lightest, most flexible body
armor products with the highest ballistic strength. Providing the United States Armed Forces and police
forces with the most advanced body armor systems quickly and ahead of schedule is paramount to
protection and to future orders.
Our primary competitor is BAE Systems.  Other industry comparables include Ceramic Protection
Corporation and First
Choice Armor.
2


Corporate/Legacy Issues
Since mid-2006, the Company has undergone a mass transformation; correcting and overcoming the
alleged misdeeds of prior leadership.  The many issues this management team and Board of Directors
have faced include:
David Brooks (former Chairman and CEO) and family/affiliates control 29.5% of the Company’s common stock.
3
Class action and derivative lawsuits.
Numerous investigations by government agencies (for example: the
Securities and Exchange
Commission, the Department of Justice, and the Internal Revenue Service).
Errors in prior financial reports that led to the withdrawal of financial results for 2003, 2004 and the first
nine months of 2005.
Receipt of Wells Notice from the SEC.
Material weaknesses in internal controls that prevented the Company from future filings (post 3Q ‘05)
and led to the Company’s non-compliance with the SEC.
Inadequate infrastructure with weak or non-existent systems.
Tax returns for 2003 and 2004 were filed incorrectly and had to be amended and no tax returns were
filed for 2005 and 2006.
Delisting of the Company’s securities on AMEX.
Inability to draw under credit facility with LaSalle due to non-compliance.
Indictments of former officers (former Chairman and Chief Executive Officer, Chief Financial Officer, and
Chief Operating Officer).
Corporate and legacy issues were well publicized, which adversely impacted business.


Team Building: Restoring Credibility in the Senior Ranks
4
In
2006,
a
special
committee
was
formed
by
the
Board,
consisting
of
Senator
Campbell
and
Larry
Ellis,
the
only two board members not named in the Class Action lawsuit.  In July 2006, this committee recommended
the removal of Mr. Brooks as Chairman and CEO.
Mr. Brooks’
removal began the Company’s turnaround and was the first step in regaining trust and building
confidence in senior leadership.  The Company brought in new management and an independent, highly
experienced Board of Directors, the latter of which was done with the assistance of a national executive
recruitment firm. 
The
Company
brought
on
experienced
financial
advisors
(Alix
Partners,
Jefferson
Wells,
and
other
forensic
experts) to help improve the financial systems and controls and address financial reporting requirements. 
The
Company
also
engaged
investment
bankers
to
advise
the
Board.
Wachovia
Securities
was
one
of
the
two
banks engaged and they continue their work, helping the Board and management to identify the most
effective means to increase shareholder value.
New Senior Leadership:
Larry Ellis assumed the role as Chief Executive Officer.
John Siemer, formerly Special Assistant and Strategic Planner to
the U.S. Army Chief of Staff, was appointed Chief
Operating Officer.
Jim Anderson, formerly a partner with KPMG LLP with extensive turnaround/workout experience, was appointed
Controller and, later, Chief Financial Officer.
Sam White, formerly President of Point Blank Body Armor, was appointed Head of Global Sales.
Patrick Stallings, a retired Colonel with the U.S. Army, was named Head of Global Business Development.
Lisa Taylor, also with civil service and private sector experience, was appointed head of Human Resources.
This
new
team
met
regularly
with
customers,
partners,
suppliers,
lenders
all
key
constituents
to
ensure
the
Company’s future.


Team Building: Restoring Credibility in the Senior Ranks (Cont’d)
The primary goal in reconstituting the Board was to find experienced and independent professionals
with unique skill sets relevant to the Company’s business operations as well as those with credentials
in serving public companies.
5
U.S. Government
William Campbell
Larry Ellis
U.S. Army
Martin Berndt
U.S. Marine Corps
Maury Hannigan
Law Enforcement
David Bell
Marketing / Homeland Security
Jack Henry
Financial Accounting
Suzanne Hopgood
Corporate Governance


Strategy, Execution and Results
In September 2006, management, at the direction of General Ellis, undertook the development of a strategic plan
with the goal of best positioning the Company for future growth and profitability.  The strategic plan established a
vision
for
Point
Blank
Solutions
to
be
a
global
leader
in
safety
apparel
and
protective
solutions
more
than
just
body
armor.
Diversifying
products,
channels
and
markets
is
essential
to
the
future.
The Board adopted this plan and directed management to accomplish this vision through disciplined and
aggressive execution of a value enhancement strategy based on the following five strategic pillars:
6
Grow organically, by capturing new military programs and increasing the Company’s civil market
share;
Expand internationally by pursuing protective solutions contracts with friendly nations around
the world;
Improve cost position through operational excellence initiatives
and better management of its
supply chain;
Pursue strategic ventures to expand the Company’s service offering and diversify into related
growth markets; and
Maximize stockholder value by continuing to build confidence in leadership and demonstrating
financial responsibility.
This plan was detailed in the Company’s Form 10-K and proxy materials, along with how the Board’s skill sets were critical to successful execution of the plan.


Strategy, Execution and Results (Cont’d)
Throughout 2007, the Company, in concert with the Board of Directors, refined its plan and
outlined strategic objectives that position the Company for future growth and profitability.  As a
result,
in
2007
the
Company
grew
sales
by
26.3%
to
$320.8
million.
This
increase
was
due
to U.S. Military and federal government sales growth of 27.7% and 28.3 % in the domestic
market. 
Organic
Growth
During 2007, the Company completed an analysis of significant international opportunities.  The
Company developed a framework for global business development and established an office
primarily dedicated to expanding relationships with international military constituents.
In the years ahead, the Company anticipates international sales will comprise a higher
percentage of its overalls sales mix and will be a key contributor to our financial performance.
International
Expansion
Total
operating costs
decreased by
18.1%
during
2007
as
compared
to
2006.
This
decline
was attributable to a decrease in litigation and investigation costs, a decrease in employment tax
withholding charges and a reduction in selling, general and administrative charges.
Gross margin for 2007 was 19.2% compared to 22.8% during 2006.  Throughout 2007, certain
contracts were targeted for an aggressive pricing strategy, as the Company recognized the
changes in the competitive environment within the industry. The 2007 annual results include a
$3.5 million adjustment to the Zylon vest replacement program obligation as a result of a change
in estimate. 
Cost
Improvement
7


Strategy, Execution and Results (Cont’d)
In 2007, the Company began to implement an integrated information technology solution and to
replace outdated manufacturing and financial systems. The Company expects to benefit from
completing the IT integration to enhance productivity, improve timeliness, provide more
rigorous internal controls and improve yield in the manufacturing process.
In 2007, the Company explored various strategic initiatives to better integrate the value chain
and diversify products and market with the goal of reducing costs, growing sales and increasing
profits.
Among the highlights are an exclusive partnership with G2 Consulting, a collaborative venture
with DSM and various alliances with the Company’s key suppliers and distributors.
Recently,
the
Company
announced
a
joint
venture
with
FMS
Enterprises,
an important
milestone marking our entrance into the weaving industry.  We expect this operation to add to
our top line, decrease our material costs, increase our margins and add a profit center to the
Company.  Furthermore, it provides Point Blank with a unique value proposition in that it is the
only body armor company with weaving capabilities, which will provide direct access to fiber
suppliers and improve its ability to compete on tenders.
Strategic
Ventures
The Company was profitable for the first time in five years.
Net
income for the year
ended December 31, 2007 was approximately $6.2 million, compared
to
a net loss of ($5.3
million) during the prior year.
Maximizing
Shareholder Value
Cost
Improvement
8


Strategy, Execution and Results (Cont’d)
Earning per share, basic and diluted, was $0.12 for the year ended December 31, 2007, as
compared to a loss per share, basic and diluted of ($0.12) during 2006.
The Company’s SEC filings are current for the first time in three years.
The Company
also made significant
progress towards achieving compliance with regulatory agencies and
improvements were achieved in internal control over financial reporting.
The Company’s goal is to eliminate all material weakness by the end of 2008.
Maximizing
Shareholder Value
In 2007, the Company exceeded its internal goals, receiving over $200 million in new contract awards from the U.S.
Government.  Point Blank is one of two producers of the Army’s new Improved Outer Tactical Vest, and the Company
delivered the vests ahead of schedule to meet the Army’s urgent and compelling need.  Today, the Company is actively
involved in several open solicitations and believes its well-documented delivery record and best value production
capability make it highly competitive to receive a large share of these potential awards.
While the 2007 market share strategy resulted in significant increases in sales, it negatively impacted gross margins
compared to the prior year.  However, this was part of a more comprehensive, global plan to grow sales and implement
changes to improve gross margins.
The joint venture with FMS addresses the margin shortfall directly.  This aggressive pricing strategy was
implemented
with
the
knowledge
that
the
Company
would
be
able
to
offset
these
declines
as
a
result
of
this very important milestone.
The Company continues to execute this plan and is well on its way to achieving its goals.
9


Why We Disagree with Steel Partners’
Proxy Contest
10
Over
the
last
two
years,
the
current
Board
has
worked
diligently
to
implement
a
specific
strategic
plan
to generate full value for all stockholders.  As detailed earlier, this plan covers organic growth,
international growth, cost improvements and strategic ventures.
The current Board has been chosen to address the unique demands and challenges of the Company’s
market.  The Board has experience in legislative matters, military and law enforcement contracting
and operating public companies.
The Board, as stated in the Company’s public announcements, believed that resolution of legacy
issues, improved corporate governance and successful execution of the strategic plan would best
serve
the
Company’s
shareholders
and
enhance
value.
As
such,
the
Board
stated
at
the
time of
Steel’s public announcement that it did not believe that the time was right to explore a sale
process. 
At the time of Steel’s offer to negotiate, the Company was in discussions with its
weaving joint venture partner and had not yet filed its 2007 Form 10-K.
A
standstill
was
paramount
if
the
Company
and
Steel
were
to
have
true
discussions
at
that
time.
Standstill agreements are a normal mechanism to ensure a level playing field. The Company
offered to negotiate a reduced time period, but Steel refused.
The Board left the door open for further discussions.
It is worth noting that Steel has approximately a 40% economic interest in one of
our primary weavers,  JP Stevens (acquired Hexcel).


Why
We
Disagree
with
Steel
Partners’
Proxy
Contest
(Cont’d)
11
Steel in turn, nominated its own slate of directors to replace five of the seven Board members.  In
consideration
of
its
fiduciary
responsibilities,
the
Board
finds
this
troubling,
given
Steel’s
public
statements
that
it is interested in acquiring the Company.  Two of their five nominees work directly for Steel, and two of the
other three have ties to Steel and/or affiliates of Steel. 
Lastly, claims made in Steel’s proxy are troubling for a number of reasons:
They state the Company should not remain public. Steel claims we
would be better served by becoming part of a
larger conglomerate.  They claim they are a potential acquirer.
In conversations with Steel, they have expressed a
belief that the Company should enter into a sales process, and that they will be a bidder. Their public statements
are in contradiction.
They claim the Board’s interests are not aligned with shareholders because the Board owns only options and not
stock.  In fact, Board members own restricted stock.  Management
and Directors were also precluded from
purchasing stock in the open market due to our public company blackout period.  Steel was fully aware of this. 
After the Company’s Form 10-K for 2007 was filed, officers and directors did in fact make stock purchases during a
very small window of opportunity to do so.
Steel claims our strategy adversely impacts margins and that margins would erode further, thus impacting
shareholder value.  Steel mentions comments made by Larry Ellis during our third quarter conference call.  Steel
did not update their proxy to include comments made on the Company’s fourth quarter call, which directly
contradict their statement.  Our joint venture, which was in development during Steel’s offer to negotiate, directly
impacts not only margins, but also the Company’s top-line, cost of goods sold and, we believe, overall profitability.
Each of the Company’s directors, other than General Ellis, qualifies as an “independent”
Board member.
We
do
not
manage
our
business
for
the
quarter.
We
manage
our
business
for
the
future,
and
to
enhance
and
maintain
true
value
for
our
shareholders.


Corporate Governance
In
response
to
Steel’s
attacks
on
the
Company’s
corporate
governance:
Significant management changes have been made over the last two years resulting in the departure or
replacement of all but one Board member since June 2006.
The Board conducted extensive board and peer evaluations.  The Board also identified the skill sets
needed to implement the strategic plan. The skill sets of the current Board were matched with those
needed
by
the
Company
as
part
of
the
evaluation
and
disclosed
in
the
proxy.
The
Company’s
current
Board
places
the
utmost
importance
on
implementing
sound
governance
policies.
The Company believes these defensive measures helped ensure a period of stability needed to
execute our strategy and achieve a valuation commensurate with performance/potential.
12
Each of the Company’s directors, other than General Ellis, qualifies as an “independent”
Board member.
Our Nominating, Compensation, Audit and Corporate Governance committees are comprised solely of independent
outside directors.
Our Board of Directors is elected for one-year terms.
Our Chairman and CEO are separate and our Chairman is an independent outsider.
All Directors attended at least 75% of the Board meetings in the
past year or had a valid excuse for absences.
Although the Company has a rights plan in place, it contains a three-year independent director evaluation
provision.
Any other takeover protections the Company has implemented were done to maintain stability in order to enable
the Company to pursue maximized value for all shareholders.
All Directors own restricted stock. The Board has adopted a stock accumulation policy requiring Directors to own
stock to align their economic interests with those of Company stockholders. Blackout policies have restricted
purchases.


Our Interests Are Aligned with Shareholders
13
We have been and continue to pursue strategic alternatives to enhance shareholder value.
With our Form 10-K for 2007 filed, our joint venture signed, and a strong platform in place, we believe our competitive and financial
position in 2008 and the years ahead is bright.
We listen to our shareholders: Management and select members of the Board met with many of our key owners last week, including Steel
Partners, to learn more about their views on our business, our prospects and their beliefs on how to maximize value.
Numerous shareholders believe we have done an excellent job in saving the Company from bankruptcy and solidifying our position as an
industry leader with great potential. 
The shareholders’
message was clear: Begin a process to explore ALL strategic alternatives for enhancing shareholder value, including a
possible sale of the Company and do this now. 
Many
of
the
Company’s
major
stockholders,
including
Steel
Partners,
recommended
postponement
of
the
Annual
Meeting
to
allow
the
Board
and
management
to
concentrate
on
managing
the
best
possible
process
for
exploring
strategic
alternatives.
On
April
7,
2008
the
Board
determined
to
explore
all
strategic
alternatives
to
enhance
shareholder
value,
including
a
possible
sale
of
the
Company.
As
a
result,
the
2008
Annual
Meeting,
which
was
initially
scheduled
for
April
22,
2008,
has
been
rescheduled
for
August
19,
2008,
in
order
to
pursue
this
process
in
a
stable
environment.


Qualifications of Our Directors
General Larry Ellis (Ret.),
age 61, joined the Board of Directors in December, 2004.  He became President of the Company in 2005 and assumed the role of
Chief
Executive
Officer
in
July,
2006.
In
addition,
he
serves
on
the
board
of
directors
of
SRA
International,
a
publicly
traded
information
technology
company. 
General
Ellis
served
in
the
U.S.
Army
for
over
35
years,
holding
positions
of
increasing
responsibility
before
retiring
in
2004
as
Commanding
General
of
United
States Army Forces Command in Atlanta, Georgia.  During his career, he oversaw multi-year, multi-billion-dollar programs and directed the development of
comprehensive strategic plans supporting the Army’s mission.  He also coordinated extensive operations and training programs in Germany, South Korea, and
Bosnia.  Between 2001 and 2004, General Ellis orchestrated the mobilization and deployment of over 500,000 soldiers and more than a million tons of
equipment to locations worldwide.
Senator William P. Campbell (Ret.),
age 72, joined the Board of Directors in May, 2006, and was named Chairman of the Board of Directors in July, 2006.
Senator Campbell served in the California legislature for 22 years, including 14 years as a state senator.  During his legislative career, Senator Campbell held a
number of distinguished positions, including Chairman of the Joint Legislative Budget Committee, Minority Floor Leader, and Founding Chairman of the Joint
Committee on Fire, Police Emergency and Disaster Services.  In 1990, he retired from the Senate and became President of the California Manufacturers
Association
(now
the
California
Manufacturers
&
Technology
Association),
and
in
1998
became
President
Emeritus.
In
April,
2000,
he
founded
William
Campbell & Associates, a consulting firm, where he serves as President.  Senator Campbell is a member of the Compensation Committee.
David Bell,
age 64, joined the Board of Directors on November 22, 2006.  Mr. Bell is the retired Chairman and Chief Executive Officer of the Interpublic Group,
a public company that is a leading organization of advertising agencies and marketing service companies, a position he has held since January, 2005.  Mr. Bell
was Chief Executive Officer of Interpublic from 2003 to 2005, having joined Interpublic as Vice chairman in 2001.  Previously, Mr. Bell was Chairman and Chief
Executive
Officer
of
True
North
Communications
Inc.,
a
marketing
communications
and
services
group
that
was
acquired
by
Interpublic.
Prior
to
joining
True
North,
he
was
the
President
and
CEO
of
Bozell
Worldwide.
Mr.
Bell
joined
Bozell
in
1975
when
the
marketing
agency
acquired
Knox
Reeves
Advertising
where
he
had
been
President
since
1972.
He
is
currently
an
operating
advisor
to
Pegasus
Capital
Advisors,
a
private
equity
group,
and
a
senior
advisor
to
Google,
Inc.  Mr. Bell was given a Presidential nomination to be one of the thirteen original members of the President’s Homeland Security Advisory Council following
the events of September 11, 2001.  He currently serves as a director and the chair of the Compensation Committee of two other public companies, Warnaco
Group, Inc., and Lighting Science Group corporation; and as a director and the chairman of the Nominating and Corporate Governance Committee of Primedia,
Inc. Mr. Bell is Chair of the Compensation Committee and a member of the Nominating and Governance Committee.
14
General Martin R. Berndt (Ret.),
age 60, joined the Board of Directors on March 1, 2007.  General Berndt retired in 2005 after a 36 year career in the U.S.
Marine
Corps
where
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
U.S.
Marine
Corps
upon
graduation
from
West
Chester
University
in
1969.
During
his
career
he
served
in
Vietnam,
Panama,
Germany
and
Bosnia.
He
serves
as
a
Senior
Mentor
of
the
U.S.
Marine
Corps
Staff
Training
Program
and
in
a
similar
capacity
for
the
Joint
Forces
Command.
He
also
serves
as
a
member
of
the
“CorpStrategy”
team
under
the
sponsorship
of
the
Institute
for
Defense
and
Business
at
the
University of North Carolina, Chapel Hill and is a member of the
Onslow County Military Affairs Committee.  Recently, General Berndt was a member of a
congressionally chartered, bipartisan commission to examine the Iraqi security forces.  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 a member of the Nominating and Governance Committee.


Qualifications of Our Directors
Jack A. Henry,
age 64, joined the Board of Directors on November 13, 2006.  Mr. Henry found Sierra Blanca Ventures LLC, a private advisory
firm, in 2000. Prior to that, he served as managing partner of the Phoenix office of the accounting and consulting firm Arthur Andersen, LLP,
where he spent over 34 years in various consulting and managerial positions.  Mr. Henry currently serves on the board of directors and as chair
of the audit committee of White Electronic Designs Corporation, a publicly-traded provider of advanced technology solutions.  Mr. Henry also
served on the board of directors and as chair of the audit committee of VistaCare, Inc., a provider of hospice services in the United States, until
VistaCare’s
recent
acquisition
by
Odyssey
Healthcare,
Inc.
He
also
serves
on
the
boards
of
three
privately-held
companies.
Mr.
Henry is
president of the Arizona Chapter of the National Association of Corporate Directors (“NACD”), serves on the NACD faculty , and is an NACD
Certified Director.  Mr. Henry is Chair of the Audit Committee and the Audit Committee financial expert.
Maurice
(Maury)
Hannigan,
age
67,
joined
the
Board
of
Directors
on
November
22,
2006.
Mr.
Hannigan
served
31
years
with
the
California
Highway Patrol (“CHP”) rising through the ranks to be appointed the Department’s Commissioner from 1989 to 1995.  His term as
Commissioner included service as General Chair of the State and Provincial Police Division of the International Association of Chiefs of Police,
Chair of the U.S. DOT/NAFTA Southwest Border States Law Enforcement Implementation Committee, and President of the California peace
Officers Association, and in several other capacities as a public safety advocate.  Following his retirement from CHP, Mr. Hannigan was a
consultant to the National Safety Council, public commissions, and other entities in both the private and public sectors.  From 2001 to 2006, he
served as Vice President / Managing Director of the Washington, D.C. based public safety solutions group of Affiliated Computer Services, a
publicly traded business process outsourcing and information technology provider headquartered in Dallas, Texas.   He presently serves on the
board of directors of the FBI’s national Executive Institute Associates, a public service foundation providing continuing education and training to
the chief executives of law enforcement organizations.  Mr. Hannigan is a member of the Audit and Compensation Committees.
Suzanne
M.
Hopgood,
age
58,
joined
the
Board
of
Directors
on
March
1,
2007.
She
is
the
President
and
CEO
of
The
Hopgood
Group,
LLC, a
workout
consulting
firm
she
founded
in
1985.
She
also
serves
as
the
director
of
In-Boardroom
Advisory
Services
for
the
National
Association of
Coprorate Directors overseeing ISS certified education and advisory services for approximately 100 companies per year.  She has served on the
board of nine companies, five of which are public, and as Chairman of the Board of two.  She has also served as CEO of both public and private
companies,
and
she
has
served
as
an
audit
committee
financial
expert.
Ms.
Hopgood
has
assisted
a
variety
of
companies
in
facing difficult
business, financial and legal challenges and crises, as CEO, as chairman of the board, as chair of executive, nominating, governance, on five
public company audit committees, and on the board of an Italian Company.  She has twice served as a member of board slates elected in proxy
contests
initiated
by
institutional
investors.
She
currently
serves
as
chair
of
the
Nominating
&
Governance
Committee
and
as
an audit
committee financial expert at Acadia Realty Trust.  She also serves on the board and audit committee of the privately held Newport Harbor
Corporation.  Ms. Hopgood is an NACD Certified Director. She co-authored the award-winning book Board Leadership for the Company in Crisis
Prior to founding the Hopgood Group, LLC, Ms. Hopgood was responsible for a $1 billion equity real estate portfolio for Aetna Realty Investors. 
She has a B.S. Degree in Business administration.
15


Important Additional Information
In connection with the Company’s 2008 Annual Meeting of Stockholders, the Company has filed a definitive proxy
statement and other materials with the U.S. Securities and Exchange Commission.  On March 24, 2008, the
Company began the process of mailing the proxy statement and WHITE proxy card to Company stockholders.  The
proxy
statement
contains
important
information
about
the
Company
and
the
2008
Annual
Meeting. 
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY.   Certain of the Company’s officers and
directors may be deemed to be participants in the solicitation of proxies with respect to the matters to be
considered at the 2008 Annual Meeting.  Information regarding such individuals and their ownership of the
Company’s securities is included in the Company’s proxy statement relating to the 2008 Annual Meeting. 
Investors may obtain a free copy of the proxy statement and other relevant documents, as well as other materials
filed
with
the
Securities
and
Exchange
Commission
concerning
the
Company,
at
the
U.S.
Securities
and
Exchange
Commission’s website at http://www.sec.gov.  Copies of these materials and other documents also may be
obtained at no charge from: Point Blank Solutions, Inc., 2102 S.W. 2nd Street, Pompano Beach, FL, 33069,
Attention: Investor Relations.
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
"RISK
FACTORS,"
IN
THE
COMPANY'S
PERIODIC
REPORTS
ON
FORM
10-K
AND
10-Q.
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.
16