SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
DHB Capital Group, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
DHB CAPITAL GROUP INC.
11 Old Westbury Road
Old Westbury, New York 11568
Telephone: (516) 997-1155
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY given of the 1997 Annual Meeting of Shareholders of DHB Capital
Group Inc., (the "Company") will be held on Tuesday, December 30, 1997 at 12:30
P.M. at the offices of NDL Products Inc. located at 4031 Northeast 12th Terrace,
Oakland Park, Florida 33334. The meeting is being called for the following
purposes:
1. To elect four directors.
2. To ratify the appointment of independent accountants.
3. To transact such other business as may properly come before the
meeting.
Accompanying this Notice is the Proxy Statement and Form of Proxy.
Only Shareholders of record at the close of business on December 4, 1997 will be
entitled to vote at the meeting and any adjournments thereof.
DATED: Old Westbury, New York, December 5, 1997
BY ORDER OF THE BOARD OF DIRECTORS
/s/Mary Kreidell
----------------
Mary Kreidell,
Secretary
YOUR VOTE IS IMPORTANT
Please complete, sign, date and return the enclosed proxy so that your shares
will be represented at the meeting. If you choose to attend the meeting, you may
revoke your proxy and personally cast your votes.
DHB CAPITAL GROUP INC.
11 Old Westbury Road
Old Westbury, New York 11568
Telephone: (516) 997-1155
PROXY STATEMENT
This Proxy Statement, the accompanying proxy and the Company's Annual Report for
1996 are first being sent to Shareholders on or about December 5, 1997.
The accompanying proxy is solicited by the Board of Directors. It may be revoked
at any time before being voted by written notice given to the secretary of the
meeting or by the delivery of a later dated proxy. Proxies properly executed,
duly returned to the Company and not revoked, will be voted at the meeting in
accordance with the directions specified in the proxy. If no directions are
given, the proxy will be voted FOR the election of the four nominees listed on
the proxy and FOR Proposal 2. The Board of Directors is not aware at the date
hereof of any other matter proposed to be presented at the meeting, and does not
believe that any matter may be properly presented other than the election of
directors and Proposal 2. If any other matter is properly presented, the persons
named in the enclosed form of Proxy will have discretionary authority to vote
thereon according to their best judgment. Presence at the meeting does not of
itself revoke the proxy.
VOTING RIGHTS
The only securities of the Company entitled to be voted are shares of Common
Stock. The Company is authorized to issue 100,000,000 Common shares, par value
$.001 per share. There are issued and outstanding 25,643,931 shares of Common
Stock as of the close of business December 4, 1997, the record date for the
meeting, each of which is entitled to one vote on each matter to be voted on at
the meeting.
A quorum consisting of a majority of all shares outstanding and entitled to vote
at the meeting, present in person or represented by proxy, is required for the
purpose of considering all of the matters to come before the meeting. A quorum
being present, directors are elected by a plurality of shares present in person
or represented by proxy and entitled to vote; and the ratification of the
appointment of independent accountants requires the affirmative vote of a
majority of shares present in person or represented by proxy and entitled to
vote.
At the meeting, abstentions and broker non-votes (as hereinafter defined) will
be counted as present for the purpose of determining the presence of a quorum.
For the purpose of computing the vote required for approval of matters to be
voted on at the meeting, shares held by shareholders who abstain from voting
will be treated as being "present" and "entitled to vote" on the matter and,
thus, an abstention has the same legal effect as a vote against the matter.
However, in the case of a broker non-vote or where a shareholder withholds
authority from his proxy to vote the proxy as to a particular matter, such
shares will not be treated as "present" and "entitled to vote" on the matter
and, thus, a broker non-vote or the withholding of a proxy's authority will have
no effect on the outcome of the vote on the matter. A "broker non-vote" refers
to shares represented at the meeting in person or by proxy by a broker of by a
nominee where such broker or nominee (i) has not received voting instructions on
a particular matter from the beneficial owners or persons entitled to vote and
(ii) the broker or nominee does not have discretionary voting power on such
matter.
PERSONS MAKING THE SOLICITATION
Solicitations will be made by mail and possibly supplemented by
telephone or other personal contact to be made without special compensation by
regular officers and employees of the Company. The Company may reimburse
nominees or agents (including brokers holding shares on behalf of clients) for
the cost incurred in obtaining from their principals authorization to execute
forms of proxy. No solicitation will be made by specifically engaged employees
or soliciting agents. The cost of solicitation will be borne by the Company.
Proposal 1.
ELECTION OF DIRECTORS
Each director of the Company is elected annually and holds office until
the next annual Meeting of Shareholders and until his successor is duly elected.
In the absence of instructions to the contrary, the shares represented by proxy
will be voted FOR the nominees listed below. All the nominees are currently
directors, and all have consented to be named and to serve if elected.
MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE
AS A DIRECTOR. IN THE EVENT THAT PRIOR TO THE MEETING ANY VACANCIES OCCUR IN THE
SLATE OF NOMINEES LISTED BELOW. IT IS INTENDED THAT DISCRETIONARY AUTHORITY
SHALL BE EXERCISED BY THE PERSON NAMED IN THE PROXY AS NOMINEE TO VOTE THE
SHARES REPRESENTED BY PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS
DIRECTORS.
The Board of Directors recommends that Shareholders vote FOR the nominees named
below. A plurality of the votes cast at the Meeting is required to elect each
director. Certain information regarding each nominee for director is given
below.
Name Age Director Since Position With The Company
- ---- --- -------------- -------------------------
David H. Brooks 42 10/92 Chairman, CEO & Director
Mary Kreidell 44 10/92 Secretary/Treasurer/Director
Gary Nadelman 45 11/95 Director
Morton A. Cohen 62 12/96 Director
The Directors serve for a term of one year following their election at
the Annual Meeting of Shareholders, and until their successors have been elected
and qualified.
David H. Brooks has served as Chairman of the Board and Chief Executive
Officer of the Company since its inception. Mr. Brooks has been the Chairman of
the Board, President and a Director of Brooks Industries of L.I., Inc. ("Brooks
Industries"), since October, 1988, a New York corporation of which he is the
sole shareholder and through which he makes investments. Brooks Industries
engages in the venture capital business and in securities trading. Mr. Brooks
served as a consultant to U.S. Alcohol Testing of America Inc. during the period
from February 1991 to November 1992 and has, through Brooks Industries, served
as a consultant to Good Ideas Enterprises, Inc. a majority-owned indirect
subsidiary of U.S. Alcohol pursuant to an agreement having a five-year term
which expired in May 1997. Mr. Brooks served as a consultant to The Thunder
Group, Inc. from October 25, 1991, until the filing of an involuntary Chapter 11
bankruptcy petition against The Thunder Group in February 1993. In each case,
Mr. Brooks provided advice on matters relating to the business, financial
management and marketing activities. Mr. Brooks does not serve as a consultant
to any other company at the present time and, other than as previously
described, he has not served in such capacity for more than the past five years.
Mr. Brooks received a bachelor of science degree in accounting from New York
University in 1976. Since that time, he has been engaged principally as an
investor for his own account.
David H. Brooks, his brother Jeffrey Brooks, and Jeffrey Brooks
Securities, Inc. ("JBSI"), which was wholly owned by Jeffrey Brooks, entered
into a consent decree in December 1992 with the SEC. The SEC had filed a civil
complaint in the United States District Court for the Southern District of New
York (Docket No. 922846) alleging that an employee of JBSI was involved in an
unlawful insider-trading scheme allegedly conducted through JBSI and the filing
of false information by JBSI, a registered broker-dealer. The SEC alleged that
JBSI did not establish, maintain or enforce policies and procedures that are
required under Section 15(f) of the Exchange Act, designed to detect and prevent
insider trading by an employee of JBSI, and that JBSI did not make required
disclosures under Section 15(b) of the Exchange Act. The SEC further alleged
that David Brooks exercised "de facto control" of certain aspects of JBSI's
operations and that David Brooks and Jeffrey Brooks aided and abetted the
reporting violations of JBSI. Pursuant to the settlement of these charges,
without admitting or denying such allegations, David Brooks, Jeffrey Brooks and
JBSI were assessed an aggregate civil fine of $ 405,000.00 and were enjoined
from future violations of Section 15(b) and 15(f) of the Exchange Act; David
Brooks was barred form having any direct or indirect interest in, or acting as a
director, officer of employee of, any broker, dealer, municipal securities
dealer, investment advisor, or investment company (provided that David Brooks is
able to apply to become so associated after a five-year period); Jeffrey Brooks
is prohibited from acting in a supervisory capacity with respect to any employee
or any broker, dealer, municipal securities dealer, investment company or
investment advisor for a period of one year; and JBSI was required to institute
and maintain procedures pursuant to Section 15(f) of the Exchange Act. Mr. David
Brooks is not under any prohibition from service as an officer or director of
any public company other than a registered broker-dealer or an investment
company.
Mary Kreidell has served as Treasurer, Secretary, and a Director of the
Company since its inception. Mrs. Kreidell became a Certified Public Accountant
in 1991. She worked for Israeloff, Trattner & Co. CPA's, P.C., a certified
public accounting firm, for four years prior thereto.
Gary Nadelman has been the president of Synari, Inc., of New York,
N.Y., a privately held manufacturer and distributor of women's sportswear and
other apparel, for more than 5 years.
Morton A. Cohen has over ten years experience in venture capital and
over twenty-five years experience in the public securities industry, both as
securities analyst and investment banker. Also, he has successfully managed
several emerging growth companies. Mr. Cohen has been Chairman, President and
Chief Executive Officer of Clarion Capital Corp. since 1982. Mr. Cohen served as
Governor of the Montreal Stock Exchange, is a Chartered Financial Analyst and
holder of an M.B.A. from the Wharton School of Business of the University of
Pennsylvania. Mr. Cohen was a member of the Small Business Investment Advisory
of Small Business Investment Companies and is a member of the Small Business
Investment Advisory Council. He is the Chairman of Monitek Technologies, Inc.
(Nasdaq), Chairman of Cohesant Technologies (Nasdaq), Director of Gothic Energy
(Nasdaq), and a Director of Zenex Corp. (NYSE).
Executive Officers
Two of the five executive officers of the Company, David H. Brooks and
Mary Kreidell. are also directors and nominees, and are identified above.
Information follows on the other current executive officers of the Company.
Leonard Rosen, age 58, is a founder of Protective Apparel Corporation
of America ("PACA"), one of the Company's subsidiaries, and has served as its
President since its inception in 1975. He is actively involved in all facets of
PACA's operations, from production to sales. Mr. Rosen has experience in the
apparel industry for over 35 years. He worked closely in the research and
development of ballistic-resistant soft body armor and helmets with the Federal
Government, including serving as a charter member of the committee that
conceived the National Institute of Justice "01" Standard for ballistic body
armor.
Joseph Giaquinto, age 34, has been Vice President of Sales since March,
1995. For more than 7 years prior thereto, he was a vice president of sales for
Tru-Fit Marketing of Boston, Massachusetts.
Sandra Hatfield, age 44, has been President of Point Blank Body Armor,
Inc., a subsidiary of the Company, since October 1996. For more than 5 years
prior thereto, she was the Vice President of Production at PACA.
Executive Compensation
Summary Compensation Table. The following table sets forth certain
summary information regarding the compensation of the Company's Chief Executive
Officer and each of its other executive officers whose total salary and bonus
for the year ended December 31, 1996 exceeded $ 100,000.
Long-Term
Compensation
Annual Compensation Awards
---------------------------------------- -------------
Securities
underlying
Name and Principal Options/-
Position Year Salary(1) Bonus Other SARS(4)
- -------- ---- --------- ----- ----- -------
David Brooks, 1996 191,667
Chairman, CEO 1995 39,583 -0- -0- -0-(2)
Joseph Giaquinto 1996 100,000
Vice President of
Sales 1995 50,962
Leonard Rosen, 1996 135,000 -0- -0- -0-
President of PACA 1995 125,000 -0- -0- (3) -0-
- -----------------
(1) Although certain officers receive certain perquisites such as auto
allowances and expense allowances, the value of such perquisites did
not exceed the lesser of $50,000 or 10% of the respective officers'
salary and bonus.
(2) Certain warrants were granted to Mrs. Terry Brooks in 1994 and Mr.
David Brooks in 1996 and 1997. See "Employment Agreements" and "Certain
Transactions."
(3) Mr. Rosen is the lessor of PACA's premises in Norris, Tennessee. See
"Properties" and "Certain Transactions." The Company does not consider
the lease payments to be compensation, because they are not in excess
of the fair market value of the lease.
(4) In October, 1995, the Company adopted a plan (the "1995 Stock Option
Plan" or the "Plan") pursuant to which the Board of Directors or a
committee (the "Committee") of the Board is authorized to award up to
3,500,000 shares of Common Stock, after giving effect to a 50% stock
dividend paid on July 16, 1996, to selected officers, employees, agents
consultants and other persons whom render services to the Company. The
options may be issued on such terms and conditions as determined by the
Board or Committee, and may be issued so as to qualify as incentive
stock options under Internal Revenue Code Section 422A. The directors
who are authorized to award options are not eligible to receive options
under the Plan. The Company has filed a registration statement with
respect to the Plan, and shares ("Option Shares") of Common Stock
acquired under the Plan are eligible for resale by non-affiliates
without further registration under the Act. Option shares acquired by
affiliates of the Company are subject to the registration requirements
of the Act. No options have been issued under the plan.
Employment Agreements
Mr. Brooks, the CEO of DHB Capital Group, Inc. is employed pursuant to
a five year employment agreement which was entered into April 1, 1996. Pursuant
to the agreement, Mr. Brooks receives an annual salary of $ 250,000 through
April, 1997, with annual increases of $25,000. The terms of the Agreement
provide for the granting of 750,000 warrants each year on the anniversary of the
Agreement exercisable at $ 2.33 and expiring five years after the grant. In
addition, Mr. Brooks was to receive an annual bonus of ten percent of the
Company's net profit. Subsequent to the execution of his employment agreement,
Mr. Brooks voluntarily relinquished his rights to the annual bonus provision. As
the Company has business in Florida and requires Mr. Brooks to spend
considerable time there, his contract includes provisions for certain of his
Florida living expenses.
Mr. Rosen is employed pursuant to a five year employment agreement with
PACA which was entered into at the time the Company acquired PACA on November 6,
1992. This agreement calls for annual salaries ranging from $115,000 in 1993 to
$155,000 in 1997.
Mr. Giaquinto, Vice President of Sales, has a three year employment
agreement commencing March 1995, providing for an annual base salary of $
100,000 and options to purchase 49,500 shares of common stock at a price of $
1.33 per share exercisable at the rate of not more than 16,500 shares per year.
Stock Options
In April, 1996, the Company granted 750,000 stock purchase warrants
exercisable at $ 2.33 for five years to David Brooks, the Company's CEO pursuant
to his employment contract. No additional stock options, warrants or similar
securities, rights or interests to any of the executive officers of the Company
listed in the Summary Compensation Table above, and no options, warrants or
similar securities, rights or interests were exercised by any such executive
officers in the year ended December 31, 1996. In 1994, a warrant was issued to
Mrs. Terry Brooks in exchange for loans by Mrs. Brooks and her pledging of
certain assets to secure the Company's indebtedness to the Bank.
See "Certain Transactions."
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock as of October 30, 1997, after giving effect to a 50%
Stock Dividend paid on July 16, 1996, for (i) each person known by the Company
to beneficially own more than five percent of the shares of outstanding Common
Stock; (ii) each director; (iii) each of the executive officers listed in the
Summary Compensation Table in "Management-Executive Compensation" and (iv) all
of the Company's executive officers and directors as a group, except as
otherwise indicated, all shares are beneficially owned, and investments and
voting power is held by the persons named as the owners.
Number of Shares
Name and Address Beneficially Owned Percent Owned
- ---------------- ------------------ -------------
David H. Brooks, Chairman, 17,250,600 (2,3) 56%
CEO and Director
11 Old Westbury Road
Old Westbury, New York 11568
Jeffrey Brooks 2,353,500(3) 9%
44 Coconut Row,
Palm Beach, Florida 33480
Leonard Rosen 120,142(4) *
President of PACA
148 Cedar Place
Norris, Tennessee
Mary Kreidell, Treasurer 84,375(5) *
Secretary and Director
11 Old Westbury Road
Old Westbury, New York 11568
Joseph Giaquinto 49,500(6) *
Vice President of Sales
4031 NE 12th Terrace
Oakland Park, Florida 33334
Gary Nadelman, Director 300,000 1%
11 Old Westbury Road
Old Westbury, New York 11568
Morton A. Cohen, Director 455,000(7) 2%
1801 East 9th Street, Ste. 510
Cleveland, Ohio 44114
All Officers and Directors as a group
(6 persons) 18,259,617(1,2,4,5,7) 59%(1)
- ---------------------------------------
* Less than one (1%) percent
1. Percentages are based upon 25,643,931 shares outstanding as of October
30, 1997 plus currently exercisable options and warrants of 5,433,500
shares of common stock held by directors and officers for an aggregate
total of 31,076,931 shares.
2. Consists of 7,500,600 shares owned by Mr. Brooks and 4,500,000 owned by
his wife as custodian for his minor children. 3,750,000 shares which
may be acquired by Mrs. Brooks upon exercise of a currently exercisable
warrant to purchase such shares at a price per share of $ 1.33 and
1,500,000 shares which may be acquired by Mr. Brooks at $ 2.33 per
share upon exercise of a currently exercisable warrant.
3. Messrs. David H. Brooks and Jeffrey Brooks are brothers. Each disclaims
beneficial ownership of shares owned by the other.
4. Includes 75,000 shares acquirable under warrants awarded to Mr. Rosen,
does not include 4,350 shares owned by Mr. Rosen's wife, as to which
Mr. Rosen disclaims beneficial ownership.
5. Includes 75,000 shares acquirable under warrants awarded to Ms.
Kreidell.
6. These shares are owned by Clarion Capital Corporation of which Morton
Cohen, a director of the Company, is the President, CEO and Chairman.
7. Includes 33,500 shares acquirable under warrants issued pursuant to Mr.
Giaquinto's employment agreement.
All options and warrants noted above are currently exercisable. A currently
exercisable warrant or option is one which is exercisable within 60 days from
the date hereof.
Director's Meetings
In 1996, the Company had no standing nominating, compensation or audit
committees, these matters being handled by the entire Board of Directors. The
Company does not have any formal executive compensation program.
The Company did not hold any formal meetings of the Board of Directors
in 1996. The Company's directors discharge their responsibilities throughout the
year through personal meetings and other communications, including frequent and
considerable telephone contact with the CEO and each other regarding matters of
interest and concern to the Company. Formal action is customarily accomplished
by the unanimous written consent of the directors.
Compensation of Directors
Directors who are not officers or employees of the Company ("Outside
Directors") do not receive any compensation, but are reimbursed for their direct
expenses incurred in connection with the discharge of their responsibilities.
CERTAIN TRANSACTIONS
The Company obtained funds for the cash payment required to carry out
the acquisition of the assets used to start up NDL, and for working capital for
NDL, from (i) the Company's working capital, (ii) the Loan, and (iii) term loans
of $ 1,140,000 from Mr. and Mrs. Brooks, bearing interest at 9% per year. The
outstanding balance of this loan is $ 550,000; it matures in November, 1998 and
bears interest at 12% per year. Under a collateral agreement [third party] (the
"Collateral Agreement") covering securities owned by Mr. David H. Brooks,
Chairman of the Board of the Company, and Mrs. Terry Brooks, his wife, Mr.
Brooks and Mrs. Brooks have pledged certain marketable securities to a Bank to
partially secure the Bank loans and other obligations of the Company to the
Bank. In exchange for this, the Company has agreed to grant to Mrs. Brooks
5-year warrants to purchase 3,750,000 shares of Common Stock, at a price of $
1.33 per share. The warrants contain provisions for a one-time demand
registration, and piggyback registration rights. Mr. David Brooks also lent $
2,000,000 to the Company to provide the funds needed to purchase the Point Blank
Assets. The outstanding balance on that loan is now $ 750,000, and bears
interest at 12% per year and matures in November, 1998. The Company obtained
funds to pay down the loan by liquidating certain investments at a profit. In
the 12 months ended December 31, 1996, the Company has accrued for the account
of Mr. and Mrs. Brooks, a total of $ 133,274 in interest on their loans to the
Company. Mr. and Mrs. Brooks have also pledged personal assets to the Bank of
New York to secure the Company's debt to that bank.
NDL, Point Blank and OPI occupy a 67,000 square foot office and
warehouse facility (the "Facility"), located at 4031 N.E. 12th Terrace, Fort
Lauderdale, Florida 33334, which it leases from V.A.E. Enterprises ("V.A.E."), a
partnership controlled by Mrs. Brooks and beneficially owned by Mr. and Mrs.
Brooks' minor children, which purchased the facility on or about January 1,
1995. The lease is a 5 year net-net lease; annual rental is $ 480,000 and is
scheduled to increase by 4% per year. The Company, as lessee, is responsible for
all real estate taxes and other operating and capital expenses. Management
believes that the terms of the lease are no less favorable to the Company than
could be obtained from an unrelated party.
PACA leases 23,400 square feet of office, manufacturing and warehouse
space at 148 Cedar Place, Norris, Tennessee from Leonard Rosen, President of
PACA, at a present annual rental of $ 43,200 plus real estate taxes of
approximately $ 4,800 annually,. The space is occupied pursuant to a five-year
lease which expires October 31, 1997, with an option to acquire the property for
$ 500,000. In the opinion of management, the rental is fair and reasonable and
is approximately at the same rate that could be obtained from an unaffiliated
lessor for property of similar type and location.
Proposal 2.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Management proposes this appointment of Capraro, Centofranchi, Kramer &
Co., P.C. as independent accountants to examine the financial statements of the
Company for the fiscal year 1997. The Board of Directors has directed that such
appointment be submitted for ratification by the Shareholders at the meeting.
Capraro, Centofranchi, Kramer & Co., P.C. has served as the independent
accountants for the Company since 1992. A representative of Capraro,
Centofranchi, Kramer & Co., P.C. is expected to be present at the meeting and
will have the opportunity to make statements if he desires to do so and will be
available to respond to appropriate questions.
The affirmative vote of a majority of the Common Shares present, in
person or represented by proxy, is required for ratification of the appointment
of Capraro, Centofranchi, Kramer & Co., P.C. as the independent accountants.
The Board of Directors recommends that Shareholders vote FOR ratification of the
appointment of Capraro, Centofranchi, Kramer & Co., P.C.
Compliance with Section 16(a) Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes of
ownership of Common Stock and other equity securities of the Company.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required during the fiscal years ended December 31, 1995 and December 31, 1996,
all Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER
31, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE MAILED
WITHOUT CHARGE TO SHAREHOLDERS UPON REQUEST. REQUESTS SHOULD BE ADDRESSED TO THE
COMPANY AT 11 OLD WESTBURY ROAD, OLD WESTBURY, NEW YORK 11568, ATTENTION MARY
KREIDELL, SECRETARY. THE FORM 10-KSB INCLUDES CERTAIN EXHIBITS WHICH WILL BE
PROVIDED ONLY UPON PAYMENT OF A FEE COVERING THE COMPANY'S REASONABLE EXPENSES.
FUTURE PROPOSALS
If any shareholder wishes to submit a proposal for inclusion in the
Proxy Statement for the Company's 1998 Annual Meeting, the rules of the United
States Securities and Exchange Commission require that such proposal be received
at the Company's principal executive officer by a reasonable time prior to the
1998 annual meeting. All such proposals are subject to the applicable rules and
requirements of the Securities and Exchange Commission.
OTHER MATTERS
Management knows of no other matters to come before the meeting other
than those referred to in the Notice of Meeting. However, should any other
matters properly come before the meeting, the shares represented by the proxy
solicited hereby will be voted on such matters in accordance with the best
judgment of the person voting the shares represented by the proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Mary Kreidell
----------------
Mary Kreidell
Secretary
DHB CAPITAL GROUP INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David H. Brooks and Mary Kreidell, and each of
them individually with the power of substation, as Proxy or Proxies of the
undersigned, to attend and Act for and on behalf of the undersigned at the
Annual Meeting of Shareholders of the Company to be held at the offices of NDL
Products located at 4031 Northeast 12th Terrace, Oakland Park, Florida 33331 at
12:30 P.M. local time on Tuesday, December 30, 1997 and at any adjournment
thereof hereby revoking any prior Proxy or proxies. This Proxy when properly
executed will be voted as directed herein by the undersigned. If no direction is
made, shares will be voted FOR the election of directors named in the proxy and
FOR Proposal 2.
[ X ] Please mark your votes as in this example
1. To elect as directors, all the persons named below:
David H. Brooks Mary Kreidell
Morton A. Cohen Gary Nadelman
[ ] FOR [ ] WITHHOLD
For, except vote withheld from the following nominee(s).
2. To appoint Capraro, Centofranchi, Kramer & Co., P.C., as Independent
Accountants of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Signature should conform exactly to name shown on this proxy. When shares are
held by joint tenants, both should sign. Executors, administrators, guardians,
trustees, attorneys and officers signing for corporations should give full
title).
Dated: _______________________________________________, 1997
Signature: ___________________________________________
---------------------------------------------------
Signature if held jointly
Date, sign and return the Proxy Card promptly using the enclosed envelope