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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x No fee required.

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

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(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

The following presentation was delivered to Proxy Governance, Inc. on August 14, 2008, in connection with Point Blank Solutions, Inc.’s 2008 Annual Meeting of Stockholders.

In connection with the solicitation of proxies, Point Blank Solutions, Inc. has filed with the U.S. Securities and Exchange Commission (the “SEC”) and mailed to stockholders a definitive proxy statement and additional proxy materials. The proxy statement contains important information about Point Blank Solutions and the Company’s 2008 Annual Meeting. Point Blank’s stockholders are urged to read the proxy statement carefully. The proxy statement and other documents relating to the 2008 Annual Meeting can be obtained free of charge from the SEC’s website at http://www.sec.gov. These documents can also be obtained free of charge from the Company at the Company’s website at www.pointblanksolutionsinc.com under the “Investor Relations” tab, upon written request to Corporate Secretary, Point Blank Solutions, Inc, 2102 S.W. 2nd St., Pompano Beach, Florida 33069, or by calling the Investor Relations department at (212) 786-6013.

The Company and its directors and executive officers are deemed to be participants in the solicitation of proxies in connection with the 2008 Annual Meeting. Information regarding the interests of the directors and executive officers of the Company in the solicitation may be found in the definitive proxy statement filed by the Company with the SEC on March 24, 2008, and in additional proxy materials filed with the SEC, available free of charge from the SEC and the Company, as indicated above. Information about the directors and executive officers of the Company may be found in its Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 17, 2008.

Point Blank Solutions, Inc.

Annual Meeting -

August 19, 2008

August 14, 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

2

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.

›

Earlier this year, the Company entered into a strategic joint venture with FMS Enterprises.  The two

companies formed LifeStone Materials, which will produce woven fabrics for both entities.  This venture

will provide PBSI with woven fabrics for its military and domestic body armor at a lower cost and greatly

enhance the Company’s R&D capabilities. With this venture, the Company is the only soft body armor

manufacturer in the market today with a weaving capability, a significant competitive advantage.

›

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 our global

customer base.

›

Point Blank Solutions is one of the largest suppliers of soft body armor to the U.S. Armed Forces and

government today, 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.

3

Corporate/Legacy Issues

David Brooks (former Chairman and CEO) and his ex-wife/affiliates control 29.5% of the Company’s common stock.

›

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.

›

Since mid-2006, this 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:

4

Team Building: Restoring Credibility in the Senior Ranks

›

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 CEO.

›

John Siemer, formerly Special Assistant and Strategic Planner to

the U.S. Army Chief of Staff, was appointed COO.

›

Jim Anderson, formerly a partner with KPMG LLP with extensive turnaround/workout experience, was appointed

Controller and, later, CFO.

›

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.

5

Team Building: Restoring Credibility in the Senior Ranks (Cont’d)

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

The existing Point Blank board is independent, with the exception of Larry Ellis and all parties

have experience in the areas needed and that are relevant to our

business and our future.

›

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.

6

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:

›

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.

7

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/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

8

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/markets; 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.

In

March

2008,

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

$6.2

million,

compared

to

a

net

loss

of

($5.3

million)

during

the

prior year.  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

Cost

Improvement

9

Strategy, Execution and Results (Cont’d)

Other “Non-Executive”

Corporate Milestones

Class Action and Derivative lawsuit settlement approved by the Federal District Court for the Eastern District of New

York.

Restated financial results for the periods in question and now compliant in our financial reporting.

On track to address all of the material weaknesses in our internal controls by the end of 2008, consistent with our

stated remarks in our 2007 Form 10-K.

Greatly enhanced our systems and processes.

Restructured our credit facility with LaSalle; sufficient access

to capital to fund operations and execute on strategy.

Summary

After becoming compliant in our financial reporting, our goal is to hold our Annual Meeting of Stockholders, the last

step in regaining full compliance.  It is also our intention to seek to relist our securities on a national stock exchange,

plans of which are already underway.  In pursuing our strategy to generate value for our stockholders, we are also

looking to diversify our product offering and customer base through joint ventures and/or acquisitions. 

Our plans have been derailed due to the actions of Steel Partners.

10

Steel Partners’

Proxy Contest –

The True Historical Overview

›Steel Partners indicated its intent to acquire our company in August 2007 (privately) and in October 2007, did so in a public forum.  In their public

announcement, they expressed a “willingness to enter into negotiations to acquire all of the common stock of PBSI it did not already own for no

less than $5.50 per share in cash”

subject to adjustment after completion of due diligence and evaluation of other factors.

›This Board initially concluded that it did not believe shareholders interests would be best represented by pursuing a transaction at that time as

there were ventures underway, significant contracts with the U.S. Military were upcoming and because the Company was in the initial stages of

building an international operation which over time, will generate enhanced value for our stakeholders.

›Additionally and as stated in the Company’s public announcements, the Board 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.

›We

responded

to

Steel

and

offered

to

enter

into

discussions

with

them

to

explain

our

rationale

and

share

with

them

our

plans.

In

doing

so,

we

offered to enter into a Non-Disclosure Agreement (NDA), including a two-year standstill which the Board viewed as customary and necessary to

allow for discussions with Steel in a stable environment.  Such discussions, the Board felt, would enable the Company to engage Steel’s experience

and expertise for the benefit of all stockholders.

›Steel Partners would not sign a Standstill agreement and this 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).

›It is also interesting that in Steel’s more recent press announcements, they make it very clear that there is no actual offer price on the

table.  Their $5.50 “price”

is and always has been a phantom.

11

Steel Partners’

Proxy Contest –

The True Historical Overview

›

Given our progress in remedying issues from the “Brooks era”

and particularly the completion of our financial

statements, in January 2008, the Company announced it would hold

its Annual Meeting on April 22, 2008.

›

Shortly thereafter, Steel announced that it intended to nominate

five individuals for election to the Board at the 2008

Annual Meeting.  In its public filings, Steel stated that if its

nominees win election to the Board, it would seek to buy

the Company itself or sell the Company to another party.

›

During the week of March 31, 2008, Company representatives had a

series of meetings with Point Blank stockholders,

including Steel. In its discussions with Steel, the Company sought to explore a possible resolution of the proxy contest. 

Steel, however, stated a list of demands that the Board did not believe it could approve as being in the best interest of

all stockholders.

›

Several

of

our

stockholders

expressed

a

“strong

desire”

that

the

Company

immediately

undertake

a

process

to

explore

strategic

alternatives.  Several of these stockholders also expressed concern about having such a process run by Steel in light of their interest as a

buyer, rather than by the existing independent Board and management.

›

This Board listened to its shareholders and asked Wachovia, its financial advisor, to pursue all strategic alternatives to

enhance value for its shareholders.  The Board concluded that the best course of action would be to begin this process

immediately and defer the election of Directors to August 19, 2008 in order to pursue this process.

›

Thereafter, Steel filed its lawsuit seeking to compel the meeting.  After an initial conference with the Court, Steel

agreed not to challenge the planned August 19, 2008 date, and the Stipulation was entered into and signed as an

Order by the Court. Point Blank recently filed a motion in the Court of Chancery for the State of Delaware to postpone

the Annual Meeting until November 19, 2008, to provide more time

for the strategic alternatives process.  The Board

and management, on advise of its financial advisors believes that a higher valuation can be obtained if the Company

waits until after the IOTV Base Buy is awarded (believed to be prior to September 30, 2008).

The Court ruled this week and the meeting will take place on August 19, 2008.

12

Steel Partners’

Proxy Contest –

A Conflict of Interest

›

The five men nominated by Steel to Point Blank’s Board are no strangers to Steel.

›

James Henderson

is a Managing Director and Operating Partner of Steel Partners LLC.  He is also Chairman of

the Board of Del Global Technologies, a Steel portfolio company.

Del Global is currently under investigation by the

US Attorney’s office in connection with Department of Defense contracting.

›

Terry Gibson

is Managing Director of SP Corporate Services LLC, a management

services company operated by

Steel.  He also serves as CEO and a director of CoSine

Communications, of which Steel owns approximately 26.1%

(as of 12/31/07).

›

Merrill McPeak

currently sits on a number of both public and private boards.  Of the public entities today, all

have seen precipitous declines in share price, resulting in lost

shareholder value.  And his association with Del

Global, given the DoD

investigation is troubling.

›

Bernard Bailey

serves as CEO in Residence for USBX Advisory Services, LLC, which was acquired by Imperial

Capital Group, LLC in 2007.  Imperial Capital’s subsidiary, Imperial Capital LLC, regularly serves as Steel’s

investment advisor. Bailey is a director of Telos

Corporation, where he is the head of the Audit Committee.  His

resignation has been publicly demanded by his fellow directors amidst allegations of serious violations of the

Securities Exchange Act rules.

›

Robert Chefitz

is a partner of John Mack III, founder and CEO of USBX Advisory

Services, LLC, an Imperial

Capital Group Company, who also serves as one of Steel’s investment bankers.

›

There

is

a

significant

possibility

of

a

conflict

of

interest

in

having

these

nominees

serve

as

directors of Point Blank, if in fact Steel Partners is a potential buyer, which they claim to

be in their proxy statement and other filings.

13

Steel Partners’

Proxy Contest –

Can Steel be Trusted?

What Steel Said

-The Steel Nominees, if elected would engage in the

“aggressive pursuit of a relisting”

-Warren Lichtenstein pledged an “awareness of and

openness to all strategic options.”

-Steel promised to eliminate Del Global’s “poison pill”

stockholder rights plan.

-Steel pledged “an end to any hint of abusive practices.”

What Actually Happened

-Five years later, Del Global stock continues to trade

over the counter.

-Del Global signed an LOI to sell its Medical Systems

Group, but opted to back out of the transaction; the

purchasers sued for the $1 million “break fee”, eventually

settling for $500,000.

-Subsequently, Del Global terminated its “strategic

alternatives plan”

after accomplishing only the sale of a

small subsidiary.

-Del Global’s “poison pill”

removed in 2003, but

reinstated in 2007!

-Del Global is currently under investigation by the

Department of Defense.

›

A

closer

look

at

Del

Global’s

proxy

contest

in

which

Steel

Partners

was

the

activist

party

reveals

that

Steel’s

words

don’t

always

equal

their

actions.

Warrant

Lichtenstein,

in

2003,

promised

sweeping

changes

which

never

materialized

and

which

are

similar

to

the

claims

he

makes

regarding

PBSI:

14

Steel Partners’

Proxy Contest –

Their Claims about PBSI

›

They state the Company should not remain public. Steel claims we

would be better served by becoming part of a

larger conglomerate. In conversations with Steel, they have expressed a belief that the Company should enter into

a sale process.  They claim to be a bidder but have chosen not to participate in the process.  Their public

statements are unclear.  We believe Steel has not expressed a clear vision of the direction of the

Company.

›

They claim our aggressive pricing and marketing strategy that resulted in reduced margins will negatively impact

shareholder value.  This statement is only true near-term.  The company has a weaving joint venture in place that

should offset the margin declines and has improved relationships

and pricing with suppliers.  When additional

volume comes through the factories, which is expected following the IOTV Base buy, we will be able to leverage

the JV and other initiatives to enhance our margins and profits,

resulting in increased value for our shareholders

long-term.  Furthermore, the aggressive pricing strategy which Steel alludes to was necessary given increased

competition.  This is not specific to Point Blank, but the industry at large given changing industry dynamics.  If

Steel truly understood our business, they would understand the strategy.

›

They believe Point Blank’s financial performance will continue to deteriorate.  Our financial performance in 2007

resulted in 26.3% top-line growth and our first profit in five years.  This, despite the continued legacy issues we

were overcoming.  Our first half of 2008 is challenging and our financial performance will be down compared to the

prior year.  This however, is not due to management or our industry position.  Rather, the larger contracts from

the U.S. Military were delayed on several occasions.  These delays were unprecedented and unforeseen.  Again,

this is an industry-wide phenomenon and not specific to Point Blank.  We were recently awarded the IOTV Bridge

buy for $86.3 million and a $13.5 million contract for the Iraqi

Defense Forces, our first big international win.  We

expect our top-line to show significant improvement in the second half of the year.  Once the IOTV Base buy is

awarded, we anticipate much stronger top and bottom line results, beginning in the fourth quarter of 2008 and

throughout future year periods.  If they believe our financial performance will continue to deteriorate,

why are they increasing their investment in our Company and seeking to acquire it? 

›

Steel does not believe Point Blank should try to contend with the “highly competitive market”

as a standalone

public entity.  We are not in disagreement and are pursuing strategic alternatives.  Each of our directors, other

than General Ellis, qualifies as an “independent”

Board member.  Only 3 of their 5 nominees are independent,

but in actuality, those 3 still have ties to Steel.

15

Steel Partners’

Proxy Contest –

Their Claims about PBSI (Cont’d)

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.

›

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.  Since the strategic alternatives process began in April, we again are in

a blackout period.  They are aware of the blackout period rules, yet use this claim to their advantage.

›

They believe the Steel offer “would have”

provided full and fair value and immediate liquidity to all Point Blank

stockholders.  They never made an offer and they never moved forward in discussions.  They have had every

opportunity to engage our Board prior to the beginning of the strategic alternatives process but chose not to. 

Since the process began in April 2008, we have had 33 parties sign NDA’s and enter into Standstill Agreements. 

Steel has chosen not to participate.  One must truly question their motives.

›

They believe their nominees represent the best opportunity for stockholders to maximize value.  We believe there

is a significant conflict of interest in that their nominees work for or have associations with Steel, a potential bidder

for our Company.  Many of our shareholders agree with our Board

which is why we undertook the strategic

alternatives process at the time we did.

›

In all of Steel’s public disclosures, they talk about entrenchment.  This Board is independent and carrying out its

fiduciary responsibilities.  The primary reason for the requested Annual Meeting postponements has nothing to do

with entrenchment, but rather, efforts of this Board to protect ALL shareholders interests.  David Brooks and his

ex-wife”

own close to 30% of the Company’s common stock and he has made his feelings well known (anti-PBSI),

especially in light of the lawsuits that are pending in Court and which are worth millions of dollars.  Steel and

Brooks together control close to 40% of our securities and they do not have interests that are aligned

with the overall shareholder base.

16

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.

›

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.

›

All Directors attended 96% or more of Board meetings in 2008.

17

Our Interests Are Aligned with Shareholders

Point Blank Solutions has undergone a great deal over the past two years.  We have faced challenges very few

companies in corporate America are faced with and we have persevered. 

Our executives and Board members could have easily thrown in the

towel and walked, but they did not because

they believe in the Company, in its products and people and most

importantly, for the value that the Company

provides to its customers –

namely, men and women who protect our Nation.

We are pursuing strategic alternatives now as our shareholders have requested, including Steel.  Our

Board is independent and will oversee a fair process. 

Can Steel’s nominees do the same?

18

Qualifications of Our Directors

›

General

Larry

Ellis

(Ret.),

age

62,

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

73,

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

65,

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.

›

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.

19

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

59,

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.

20

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.

21