-----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, V+yTvvHVJ+Jis4z+QZ8hux42lZRlWHnG+MOfCdvkce5jzt9bbxZ0HjLo5+eCvEnd 8fnHzbn2TyeNrJpT2jFQsQ== 0001193125-08-170198.txt : 20080807 0001193125-08-170198.hdr.sgml : 20080807 20080807165046 ACCESSION NUMBER: 0001193125-08-170198 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 EFFECTIVENESS DATE: 20080807 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13112 FILM NUMBER: 08999247 BUSINESS ADDRESS: STREET 1: 2102 S.W. 2ND STREET CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 800-413-5155 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 DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

Filed by the Registrant x    Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to Rule 14a-12

 

POINT BLANK SOLUTIONS, INC.

 

(Name of Registrant as Specified in its Charter)

 

N/A

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

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¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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The following updates the information provided on pages 37-38 of the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission on March 24, 2008.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth information as of July 29, 2008 with respect to the beneficial ownership of shares of our common stock by:

 

  (a) Each person known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

 

  (b) Each of our directors, director nominees and named executive officers; and

 

  (c) All of our current executive officers and directors as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 and generally includes voting or investment power over securities. Under this rule, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days of July 29 , 2008 upon the exercise of options or warrants or upon the vesting of deferred stock awards. Each beneficial owner’s percentage ownership is determined by assuming that all options or warrants held by such persons that are exercisable within 60 days of July 29, 2008 have been exercised, based on 51,140,169 shares outstanding. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possess sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

 

Name

   Number    Percent  

Directors and Named Executive Officers

     

General Larry Ellis (1)

   762,000    1.5 %

Senator (Ret.) William P. Campbell (2)

   98,829    *  

Jack A. Henry (3)

   36,313    *  

David Bell (4)

   29,089    *  

Maurice Hannigan (5)

   32,052    *  

General Martin R. Berndt (6)

   16,797    *  

Suzanne M. Hopgood (7)

   21,538    *  

James F. Anderson (8)

   165,000    *  

 

1


Name

   Number    Percent  

John C. Siemer (9)

   164,000    *  

Sam White (10)

   66,000    *  

Jennifer R. Coberly (11)

   30,000    *  

All current directors and executive officers as a group (10 persons)

   1,421,618    2.8 %

5% Holders

     

David H. Brooks

800 South Ocean Drive

Boca Raton, Florida 33432 (12)

   11,712,978    22.9 %

Terry S. Brooks

P.O. Box 369

Old Westbury, New York (13)

   11,314,391    22.1 %

Harbinger Capital Partners Master Fund I, Ltd.

One Riverchase Parkway South

Birmingham, Alabama 35244 (14)

   7,537,225    14.7 %

Steel Partners II, L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022 (15)

   4,902,351    9.6 %

 

* Indicates ownership in an amount less than 1% of our outstanding common stock.

(1) General Ellis is a director of the Company and our President and Chief Executive Officer. The amount beneficially owned by General Ellis includes 760,000 options currently exercisable or exercisable within 60 days.

(2) Senator (Ret.) Campbell is Chairman of our Board of Directors. The amount beneficially owned by Senator (Ret.) Campbell includes 50,000 warrants currently exercisable or exercisable within 60 days and 36,329 shares that are or will be vested within 60 days pursuant to one or more deferred stock awards.

(3) Mr. Henry is a director of the Company. The amount beneficially owned by Mr. Henry includes 6,986 warrants currently exercisable or exercisable within 60 days and 19,699 shares that are or will be vested within 60 days pursuant to one or more deferred stock awards.

 

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(4) Mr. Bell is a director of the Company. The amount beneficially owned by Mr. Bell includes 5,342 warrants currently exercisable or exercisable within 60 days and 17,914 shares that are or will be vested within 60 days pursuant to one or more deferred stock awards.

(5) Mr. Hannigan is a director of the Company. The amount beneficially owned by Mr. Hannigan includes 5,342 warrants currently exercisable or exercisable within 60 days and 19,418 shares that are or will be vested within 60 days pursuant to one or more deferred stock awards.

(6) General Berndt is a director of the Company. The amount beneficially owned by General Berndt includes 13,804 shares that are or will be vested within 60 days pursuant to one or more deferred stock awards.

(7) Ms. Hopgood is a director of the Company. The amount beneficially owned by Ms. Hopgood includes 15,509 shares that are or will be vested within 60 days pursuant to one or more deferred stock awards.

(8) Mr. Anderson is our Senior Vice President and the Chief Financial Officer. The amount beneficially owned by Mr. Anderson includes 160,000 options currently exercisable or exercisable within 60 days.

(9) Mr. Siemer is our Chief Operating Officer and Chief of Staff. The amount beneficially owned by Mr. Siemer includes 160,000 options currently exercisable or exercisable within 60 days.

(10) Mr. White is our Head of Global Sales. The amount beneficially owned by Mr. White includes 60,000 options currently exercisable or exercisable within 60 days.

(11) Ms. Coberly is our General Counsel and Secretary. The amount beneficially owned by Ms. Coberly includes 30,000 options currently exercisable or exercisable within 60 days.

(12) Based upon a Schedule 13-D/A filed with the SEC on November 30, 2006. Based upon a Schedule 13-D filed by Terry S. Brooks, Mr. Brooks’ ex-wife, on June 26, 2008, beneficial ownership of 8,257,099 of Mr. Brooks’ shares has been transferred to Ms. Brooks, pursuant to the terms of a Separation Agreement. However, according to Ms. Brooks’ filings, none of such shares has been transferred of record to Ms. Brooks, and consequently Mr. Brooks retains the power to vote the shares.

(13) Based upon a Schedule 13-D filed with the SEC on June 26, 2008. See Note 12 concerning David H. Brooks, above. According to her filings, though the beneficial owner of 11, 314,391 shares, Ms. Brooks has the power to vote only 3,057,292 of those shares.

 

(14) Based upon a Schedule 13-D/A filed with the SEC on May 15, 2007.

 

(15) Based upon a Schedule 13-D/A filed with the SEC on May 22, 2008.

 

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