SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
DHB CAPITAL GROUP INC
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(Name or Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the 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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applied:
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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 was calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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DHB CAPITAL GROUP INC.
555 WESTBURY AVENUE
CARLE PLACE, NEW YORK 11514
TEL. (516) 997-1155
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY given of the Annual Meeting of Shareholders of DHB Capital
Group Inc. (the "Company") will be held on Friday, July 21, 2000 at 5:00 PM at
the office of the Company located at 555 Westbury Ave. Carle Place, NY 11514.
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 June 5, 2000 will be
entitled to vote at the meeting and any adjournment thereof.
DATED: Carle Place, New York
BY ORDER OF THE BOARD OF DIRECTORS
DAWN M. SCHLEGEL
SECRETARY
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES
WILL BE REPRESENTED IN THE MEETING. IF YOU CHOOSE TO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND PERSONALLY CAST YOUR VOTES.
DHB CAPITAL GROUP INC.
555 WESTBURY AVENUE
CARLE PLACE, NEW YORK 11514
TEL. (516) 997-1155
PROXY STATEMENT
This Proxy Statement, the accompanying proxy and the Company's Annual Report for
1999 and 1998 are first being sent to shareholders on or about June 23, 2000.
The Board of Directors solicits the accompanying proxy. 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 4 nominees listed on the
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proxy and FOR Proposal 2. The Board of Directors are not aware at the date
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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 person
named in the enclosed form of Proxy will have discretionary authority to vote
hereon according to their best judgment. Presence at the meeting does not itself
revoke the proxy.
VOTING RIGHTS AND PRINCIPAL HOLDERS
The only securities of the Company entitled to be voted are shares in Common
Stock. The Company is authorized to issue 100,000,000 Common shares, par value
$.001 per share. There are issued and outstanding 32,332,181 Shares as of the
close of business June 5, 2000, 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, broker "non-votes" and the shares as to which a stockholder
abstains are included for purposes of determining whether a quorum of shares is
present at a meeting. A broker "non-vote" occurs when a nominee holding shares
for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner. Broker "non-votes" are
not included in the tabulation of the voting results on the election of
directors or issues requiring approval of a majority of the votes cast and,
therefore, do not have the effect of votes in opposition in such tabulations.
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PERSONS MAKING THE SOLICITATION
Solicitation 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 successors are duly elected. In the
absence of instructions to the contrary, the shares represented by proxy will be
voted FOR the nominees listed below. All of the nominees are currently
directors.
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
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DAVID H. BROOKS 45 1/92 CHAIRMAN AND DIRECTOR
MORTON A. COHEN 64 12/96 DIRECTOR
JEROME KRANTZ 45 NOMINEE FOR DIRECTOR
DAWN M. SCHLEGEL 31 NOMINEE FOR 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. The officers serve at the discretion of the Board of Directors.
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DIRECTORS AND EXECUTIVE OFFICERS
DAVID H. BROOKS, age 45, has served as the Chairman and Chief Executive
Officer of the Company since its inception in 1992. In September 1998, Mr.
Brooks resigned his position as CEO and COB as a condition for listing on
NASDAQ. He is currently serving as Co-Chairman of the Board. 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 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.
MORTON A. COHEN, age 64, is a director of the Company and has over
ten years experience in venture capital and over twenty-five years experience in
the public securities industry, both as a securities analyst and an 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 a N.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) and Director of Gothic Energy (NASDAQ) and a director of
Zemex Corp (NYSE). Mr. Cohen has been a director of the Company since 1996. He
presently serves on the audit committee.
JEROME KRANTZ, age 45, has over twenty years experience in the insurance
and financial industry. He has successfully run is own firm during this time.
Mr. Krantz is a chartered life underwriter and a chartered financial consultant.
In addition he is a registered investment advisor.
DAWN M. SCHLEGEL, age 31, is the Chief Financial Officer of the Company,
and nominee for director of the Company. She has also served as Treasurer and
Secretary of the Company since September 1999. She has functioned in various
positions within the Company's operations and finances since 1996. Mrs. Schlegel
became a Certified Public Accountant in 1993. She worked for Israeloff, Trattner
& Co. CPA's P.C., a certified public accounting firm, for five years prior
thereto.
LEONARD ROSEN, age 62, is a founder of PACA 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 "0l" Standard for ballistic body
armor.
SANDRA HATFIELD, age 46, has been President of Point Blank since
October 1996. For more than 5 years prior thereto, she was the Vice President of
Production at PACA. She has over twenty-five years experience in all aspects of
the apparel industry, with specialties in quality assurance and control as well
as manufacturing engineering and job flow systems.
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JOSEPH GIAQUINTO, age 36, has been President of NDL since March 1995.
For more than 7 years prior thereto, he was a Vice President of Sales for
Tru-Fit Marketing, of Boston, Massachusetts. He has more than 12 years
experience in the selling, marketing and production of successful manufacturing
programs to mass merchandisers, chain drug stores and food retailers.
ITEM 10. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE. The following table sets forth certain
summary information regarding the compensation of the executive officers whose
total salary and bonus for the year ended December 31, 1999, 1998, and 1997,
exceeded $100,000:
Long-term
Compenstation
Annual Compensation Awards
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Securities
Other Annual underlying
Name and Principal Position Year Salary(1) Bonus Compensation Options/SAR's(5)
--------------------------- ---- --------- ----- ------------ ----------------
David Brooks,(2) 1999 $143,750 0 0 0
Co-Chairman 1998 50,000 0 0 0
1997 191,917 0 0 0
1999 $ 58,333 0 0 0
Mary Kreidell (3) 1998 100,000 0 0 0
Chief Financial Officer 1997 100,000 0 0 0
Sandra Hatfield 1999 $149,196 0 0 0
President of Point Blank 1998 149,080 0 0 0
1997 100,330 0 0 0
1999 $118,841 0 0 0
Joseph Giaquinto 1998 107,886 0 0 0
President of NDL 1997 100,000 0 0 0
Leonard Rosen,(4) 1999 $165,400 0 0 0
President of PACA 1998 163,750 0 0 0
1997 147,596 0 0 0
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<FN>
(1) Although certain officers receive certain benefits, 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 awarded to Mrs. Terry Brooks in 1994 and Mr.
David Brooks in 1996; see "Employment Agreements" and "Certain
Transactions."
(3) Mary Kreidell left the Company in June, 1999.
(4) 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.
(5) 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 the 50% stock
dividend paid on July 16, 1996, to selected officers, employees,
agents, consultants and other persons who 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.
</FN>
EMPLOYMENT AGREEMENTS. Mr. Brooks, Chairman of the Board 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 2001, with annual increases
of $25,000. The terms of Mr. Brooks' contract provides for 750,000 warrants per
year exercisable at $2.33 for five years. As the Company has businesses in
Florida and requires Mr. Brooks to spend considerable time there, this contract
includes provisions for the reimbursement of certain of his Florida living
expenses. In September 1998, Mr. Brooks' employment agreement was amended to
reflect his position as Chairman. There were no other changes to Mr. Brooks'
employment agreement.
STOCK WARRANTS. During 1999, the three members of the board were
awarded 25,000 warrants exercisable at $3.25 for three years for serving as
board members. The Board of Directors granted during the year ended December 31,
1997, 50,000 warrants exercisable at $2.00 for three years to the president of
Point Blank, Sandra Hatfield. No additional stock options, warrants or similar
securities, rights or interests were granted to any of the executive officers of
the Company listed in the Summary Compensation Table above, no options, warrants
or similar securities, rights or interests were exercised by any such executive
officers with the exception of Joseph Giaquinto, who exercised 49,500 warrants
in 1998.
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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 year ended December 31, 1999, all
Section 16(a) filing requirements applicable to its officers, directors and
greater-than-ten-percent beneficial owners were complied with.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's Common Stock as of June 5, 2000, for (i) each person known by the
Company to beneficially own more than five percent of the shares of outstanding
Common Stock, (ii) each of the executive officers listed in the Summary
Compensation Table in "Executive Compensation" and (iii) all of the Company's
executive officers and directors as a group. Except as otherwise indicated, all
shares are beneficially owned, and the persons named as the owners hold
investment and voting power.
Number of Shares
Name Address Beneficially Owned Percent Owned(1)
---- ------- ------------------ --------------
David Brooks (2),(3) 555 Westbury Ave 19,275,600(2) 59%
Carle Place, NY 11514
Jeffrey Brooks(3) 1500 South Ocean Blvd. 1,595,758 4%
Boca Raton, FL 33234
Morton Cohen(4) 555 Westbury Ave 1,290,300(4) 3%
Carle Place, NY 11514
Joseph Giaquinto(5) 4031 NE 12th Terrace 63,800 *
Oakland Park, Fl 33334
Sandra Hatfield 4031 NE 12th Terrace 50,000(6) *
Oakland Park, Fl 33334
Gary Nadelman(7) 555 Westbury Ave 260,000(7) *
Carle Place, NY 11514
Leonard Rosen 148 Cedar Place 45,142(8) *
Norris, TN
Dawn Schlegel 555 Westbury Ave. 5,000(9) *
Carle Place, NY 11514
All officers and Directors as a group 20,989,842(10) 53%(10)
__________________
<FN>
* - Less than one (1%) percent.
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1. Based upon 32,332,181 shares outstanding as of June 5, 2000 excluding
by the currently exercisable options and warrants of 7,417,000 shares
of common stock held by directors and officers.
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, and 4,250,000 shares
which may be acquired by Mrs. Brooks upon exercise of a currently
exercisable warrant and 3,000,000 shares which may be acquired by Mr.
Brooks at $2.33 per share and 25,000 shares which may be acquired by
Mr. Brooks at $3.25 per share upon exercise of a currently exercisable
warrant.
3. Messrs. Jeffrey Brooks and David H. Brooks are brothers. Each
disclaims beneficial ownership of the shares owned by the other.
4. Clarion Capital Corporation, Clarion Offshore Fund Ltd, and Clarion
Partners of which Morton Cohen is an executive or director, own these
1,265,300 shares and 25,000 shares which may be acquired by Mr. Cohen
at $3.25 per share upon exercise of a currently exercisable warrant for
serving on the Board
5. Includes 33,000 shares acquirable under currently exercisable warrants
awarded to Mr. Giaquinto.
6. Includes 50,000 shares acquirable under currently exercisable warrants
awarded to Mrs. Hatfield.
7. Includes 25,000 shares which may be acquired by Mr. Nadelman at
$3.25 per share upon exercise of a currently exercisable warrant for
serving on the Board
8. Does not include 4,350 shares owned by Mr. Rosen's wife, as to which
Mr. Rosen disclaims beneficial ownership.
9. Includes 5,000 shares acquirable under of a currently exercisable
warrant
10. Includes 7,417,000 currently exercisable warrants of common stock held
by directors and officers
</FN>
DIRECTOR'S MEETINGS
In 1999 and 1998 the Audit Committee and the Compensation Committee was composed
of Mary Kriedell, Gary Nadelman and Morton Cohen. Both Mr. Nadelman and Mr.
Cohen are out side Directors of the company. The Committee did not hold any
formal meetings but discharged their responsibility throughout the year through
personal meetings and other communications.
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The Company held several telephonic meetings of the Board of Directors in 1999
and 1998. The Company's Directors discharge their responsibilities throughout
the year by personal meetings and other communications, including frequent and
considerable telephone contact with 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
During 1999 and 1998, Directors who were not officers or employees of the
Company ("Outside Director") did not receive any compensation for serving as
such, but were reimbursed for their direct expenses incurred in connection with
the discharge of their responsibilities.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
There are no compensation committee interlock relationships to be disclosed
pursuant to item 402 of Regulation S-K
BOARD REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for developing the Company's executive
compensation policies and determining the compensation paid to the Company's
Chief Executive Officer and its other executive officers.
The Compensation Committee did not hold any formal meetings during 1998 and 1999
but discharged their responsibility throughout the years through personal
meetings and other communications. The Committee considers the current executive
compensation appropriate for executives performing comparable services.
PERFORMANCE GRAPH
The following indexed graph indicates the Company's total return to its
stockholders since September 4, 1998 (the day the Company's stock began trading
on the NASDAQ) as compared to the total return for the NASDAQ Market Index and
Medical Appliances/Equipment Industry Group Index (as complied by Media General
Financial Service).
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Company/Index/Market 6/4/98 9/30/98 12/32/98 3/31/99 6/30/99 9/30/99
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DHB Capital 100.00 98.65 110.81 67.57 89.87 64.86
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Medical Appliance/Equipment 100.00 110.40 134.18 132.43 148.78 135.61
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NASDAQ Market Index 100.00 113.64 147.73 165.04 179.59 183.51
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CERTAIN TRANSACTIONS
The Company has funded certain of its acquisitions through the use of
term loans from Mr. David H. Brooks, Chairman of the Board of the Company, and
Mrs. Terry Brooks, his wife. The balance of the shareholder loans at December
31, 1999 is $16,046,469. These shareholders loans expire in November 2001.
The interest paid on shareholder loans to date is $475,447. In 1998,
the Company granted warrants to purchase 500,000 shares of Common Stock, at a
price of $3.50 per share and expiring in January 2003, to Mrs. Brooks in
consideration for the outstanding and additional loans lent to the Company in
February 1998. The Company entered into an employment agreement in April 1996
with Mr. Brooks, See - "Employment Agreements".
NDL, Point Blank and OPI operate at a 67,000 square foot office and
manufacturing 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 expiring in 2000; with annual base 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. 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.
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 Company is currently leasing this space on a
month-to-month basis. 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. In the opinion of
management, PACA's facilities are adequate for its current needs and for its
needs in the foreseeable future.
PROPOSAL 2
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Management proposes this appointment of Paritz and Company P.A. as independent
accountant to examine the financial statements of the Company for the fiscal
years 1999 and 1998. The Board of Directors has directed that such appointment
be submitted for ratification by the shareholder at the meeting.
Paritz and Company P.A. has served as the independent accountants for the
Company since January 23, 1999. A representative of Paritz and Company P.A. 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.
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The affirmative vote of a majority of the Common Shares present, in present or
represented by proxy, is required for ratification of the appointment of Paritz
and Company P.A. as the independent accountants.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE
APPOINTMENT OF PARITZ AND COMPANY P.A.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER
31, 1999 AND 1998 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE
MAILED WITHOUT CHARGE TO SHAREHOLDERS.
FUTURE PROPOSALS
If any shareholder wishes to submit a proposal for inclusion in the Proxy
Statement for the Company's 2001 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 January 31,
2001 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.
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BY ORDER OF THE BOARD OF DIRECTORS
DAWN M. SCHLEGEL
SECRETARY
DHB CAPITAL GROUP INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dawn Schlegel with the power of substitution, 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 the Company located at 555 Westbury Ave. Carle Place, NY 11514 at
5:00 PM local time on July 21, 2000 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 names below.
David H. Brooks Gary Nadelman
Morton A. Cohen Dawn M. Schlegel
For: ___________ Withhold Vote: ___________
For, except vote withheld form the following nominee(s).
2. To appoint Paritz and Company P.A. as Independent Accountants of the
Company.
For:________ Against: ___________ Abstain: __________
3. In their discretion, the proxies are authorized to vote upon such
business as may properly come before the meeting.
(Signature should conform exactly to name shown on the proxy. When joint tenants
hold shares, both should sign. Executors, administrators, guardians, trustees,
attorney and officers signing for corporations should give full title).
Date: _______________________________________________
Signature: __________________________________________
_____________________________________________________
Signature if held jointly
Date, sign and return the Proxy Card promptly using the enclosed envelope.
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