FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
DHB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-3129361
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
555 WESTBURY AVENUE, CARLE PLACE, NY 11514
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
COMMON STOCK, $.001 PAR VALUE AMERICAN STOCK EXCHANGE
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: __________(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company's Certificate of Incorporation provide that the authorized capital
stock of the Company consists of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock.
COMMON STOCK
All outstanding shares of Common Stock are fully paid and nonassessable. Subject
to the preferences and, if applicable, participating rights of the Preferred
Stock, holders of shares of Common Stock are entitled to such dividends as may
be declared by the Board of Directors out of funds legally available therefor.
Upon liquidation, dissolution or winding-up of the Company, the assets legally
available for distribution to stockholders are distributable ratably among the
holders of shares of Common Stock at that time outstanding, subject to prior
distribution rights of creditors of the Company and to the preferential right
and, if applicable, participating rights, of any outstanding shares of Preferred
Stock. The holders of shares of Common Stock are entitled to one vote for each
share held on all matters properly submitted to a vote of stockholders and do
not have cumulative voting rights. As a consequence, the holders of a majority
of the shares of Common Stock voted in an election of directors can elect all of
the directors then standing for election, subject to any rights of the holders
of any outstanding Preferred Stock.
PREFERRED STOCK
THE COMPANY'S PREFERRED STOCK IS NOT BEING REGISTERED. THE FOLLOWING DESCRIPTION
IS INCLUDED SOLELY TO REPORT THE PREFERRED STOCK PREFERENCES AS THEY RELATE TO
THE COMPANY'S COMMON STOCK:
The Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is authorized to determine certain rights, preferences,
privileges and restrictions granted to and imposed upon any unissued shares of
Preferred Stock and to fix the number of shares of any series of Preferred Stock
and the designation of such series, without any vote or action by the
stockholders of the Company. The Company has issued 500,000 shares of Series A
Convertible Preferred Stock. The Series A Convertible Stock is entitled to cash
dividends in preference to any declaration of dividend on the Common Stock in an
amount to $0.72 per share, per annum, and shall participate in any dividend on
the Common Stock in excess of $0.72 per share. The Series A Convertible
Preferred Stock is subject to a liquidation preference of $6.00 per share, plus
declared and unpaid dividends. The holders of Series A Convertible Preferred
Stock are entitled to share pro rata on a per share basis on any distribution to
the holders of Common Stock above $6.00 per share of Common Stock. The share of
Series A Preferred Stock are convertible into Common Stock at a one-for-one
exchange rate. The Series A Convertible Preferred Stock is subject to
redemption, in whole or in part, at the option of the Company on December 15th
of each year, commencing December 15, 2002. Each share of Series A Convertible
Preferred Stock has the same voting rights and powers of a share of Common
Stock.
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The transfer agent and registrar for the Common Stock and the Series A
Convertible Preferred Stock is American Stock Transfer & Trust Co., New York,
New York.
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ITEM 2. EXHIBITS.
NONE
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
(Registrant): DHB INDUSTRIES, INC.
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Date: JANUARY 30, 2002
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By: /s/DAWN M. SCHLEGEL
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DAWN M. SCHLEGEL, CHIEF FINANCIAL OFFICER
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