SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 14, 2002
DHB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22429 11-3129361
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
555 WESTBURY AVE., CARLE PLACE, NEW YORK 11514
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(Address of principal executive offices) (Zip Code)
(516) 997-1155
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Registrant's telephone number, including area code
Item 5. OTHER EVENTS
On January 14, 2002, David H. Brooks, the principal stockholder of the Company,
exchanged $3 million of the approximately $10 million of indebtedness due him
for 500,000 Shares of the newly authorized Series A Convertible Preferred Stock
("Preferred Stock"). The Preferred Stock has a dividend rate of $.72 per share
per annum, an amount equal to the amount that would have been paid as interest
on the exchanged indebtedness. Shares of the Preferred Stock are convertible, on
a one-to-one basis, at the option of the holder, into shares of Common Stock.
Notwithstanding the foregoing, each share of Preferred Stock shall automatically
convert into one share of DHB Industries' Common Stock on March 15, 2002, if the
Company's independent auditors do not certify to the Board of Directors by such
date that the Company had a Stockholders' Equity of at least $4 million on
December 31, 2001. The shares of Preferred Stock are redeemable at the option of
the Company on December 15, 2002 and on each December 15th thereafter.
The Company entered into the agreement in order to meet the listing standards of
The American Stock Exchange that the Company has a minimum stockholders' equity
of not less than $4 million. The Company has made application to the Exchange
for listing; however, there can be no assurance that the Company's application
will be approved.
Item 7. EXHIBITS
See Exhibits Index on page 3 of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
DHB Industries, Inc.
(Registrant)
Date: January 28, 2002 By: /s/ DAVID H. BROOKS
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Name: David H. Brooks
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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3.3 Amendment to Certificate of Incorporation changing name to DHB
Industries, Inc., filed with Delaware Secretary of State on
July 24, 2001.
3.4 Certificate of Designations and Preference,filed with Delaware
Secretary of State on December 26, 2001.
4.2 Stock Subscription Agreement between the Registrant and David
H. Brooks, dated December 14, 2001.
99.1 Pro Forma Financial Statements as of September 30, 2001, giving
effect to Preferred Stock offering described in Item 5 of this
Form 8-K, and other equity activity.