UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): MAY 24, 2005
DHB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-13112 11-3129361
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
400 POST AVENUE, SUITE 303 11590
WESTBURY, NEW YORK
(Address of principal executive offices) (Zip Code)
(516) 997-1155
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 2, 2005, the Company entered into an employment agreement with
Marc Dien. Pursuant to the employment agreement Mr. Dien will serve as the
Company's Senior Vice President - Mergers and Acquisitions. The employment
agreement is effective June 2, 2005, and continues through June 2, 2010, unless
terminated earlier by the parties under the terms of the agreement. The
employment agreement provides for the payment to Mr. Dien of a base annual
salary of $250,000. Mr. Dien is also eligible to receive a discretionary bonus
based upon his contributions to the Company and the Company's financial
performance. Furthermore, Mr. Dien is granted warrants to purchase shares of
common stock of the Company pursuant to a separate warrant agreement. Mr. Dien's
employment is "at will" and may be terminated at any time, with or without
cause. Upon termination of employment, Mr. Dien shall: 1) be paid all accrued
but unpaid base annual salary, 2) be paid all earned but unpaid other
compensation (i.e. cash incentive compensation, vacation) earned through the
date of termination, and 3) retain all rights with respect to vested
equity-based awards as provided under the circumstances under the applicable
grant or award agreement. If an Event of a Change in Control occurs, as defined
in the employment agreements, during the term of the agreement, Mr. Dien shall
be entitled to the following benefits: (i) the immediate vesting of all
outstanding warrants and/or options to purchase shares of the Company's common
stock and any such outstanding warrants and/or options held by Mr. Dien shall
remain exercisable through the end of the stated term thereof, (ii) a cash lump
sum payment equal to four (4) months base salary payable at Mr. Dien's then
current rate, and (iii) medical benefits, as provided for under the employment
agreements, for a period of four (4) months commencing with the date of
consummation of the Event of a Change in Control. The full text of the
employment agreement is included as Exhibit 10.8 to this report and is
incorporated herein by reference.
In connection with the above-referenced employment agreement, the
Company entered into a warrant agreement dated June 2, 2005 with Mr.
Dien. Pursuant to such warrant agreement, Mr. Dien is entitled to purchase from
Company at any time from the date of the warrant agreement through and including
June 2, 2010 up to a total of 600,000 shares of the Company's common stock,
$.001 par value (each share, a "Warrant Share") at an exercise price of $7.69
per Warrant Share. 100,000 Warrant Shares shall vest on September 2, 2005,
100,000 Warrant Shares shall vest on the first anniversary date of the warrant
agreement and 100,000 Warrant Shares shall vest on each anniversary date of the
warrant agreement until all Warrant Shares are vested provided that Mr. Dien is
employed by the Company on such anniversary date. The full text of the warrant
agreement is included as Exhibits 10.9 and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) The following Exhibits are filed as part of this Current Report on
Form 8-K:
EXHIBIT DESCRIPTION
10.8 Employment Agreement dated as of June 2, 2005, between DHB
Industries, Inc. and Marc Dien.
10.9 Warrant Agreement dated as of June 2, 2005, between DHB
Industries, Inc. and Marc Dien.
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 hereunto duly authorized.
Date: June 3, 2005
DHB INDUSTRIES, INC.
By: /s/ DAWN M. SCHLEGEL
---------------------------------------------
Name: Dawn M. Schlegel
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.8 Employment Agreement dated as of June 2, 2005, between DHB
Industries, Inc. and Marc Dien.
10.9 Warrant Agreement dated as of June 2, 2005, between DHB
Industries, Inc. and Marc Dien.