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 OFOF 1934
Date of Report (Date of earliest event reported): September 16, 2005
DHB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0001-2242913112 11-3129361
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
400 Post Avenue, Suite 303, Westbury, New York 11590
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(Address of principal executive office) (Zip Code)
(516) 997-1155
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(Registrant's telephone number, including area code)
N/A
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(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 (see General Instruction A.2. below):
[ ] 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))
ITEM 4. 8.01. OTHER EVENTS.
DHB Industries, Inc., operating principally in the field of body armor,
announced that, since September 16, 2005, it has been served with a number of
lawsuits, all of which contain similar allegations. One of the lawsuits is filed
as a derivative action and names the Company and all of its directors as
defendants. All of the other lawsuits are purported class actions and name the
Company and all or some of its directors as defendants.
The lawsuits allege violations of the federal securities laws and/or state law
claims based on purported fraud, misrepresentation, and breach of fiduciary
duty. The central allegation in each lawsuit is that DHB public disclosures from
April 2004 to August 2005 were false or misleading because they did not disclose
certain information. The lawsuits allege that DHB's body armor products were
defective and failed to meet the standards of its customers, and that these
alleged facts should have been publicly disclosed. The lawsuits seek monetary
damages and various forms of equitable relief. The Company adamantly denies that
any of its public disclosures have been false or misleading.
These lawsuits followed DHB's announcement, on August 30, 2005, that it was
discontinuing production of Zylon(R)-containing bullet resistant products due to
the sudden, unexpected action of the National Institute of Justice (NIJ), a
division of the Department of Justice, in issuing a Body Armor Standard Advisory
Notice alerting law enforcement agencies of the potential risks associated with
the use of Zylon(R) in body armor. As a result, the Company immediately
announced on August 30, 2005 that it was implementing a replacement program to
assist customers who presently have body armor containing Zylon(R).
As previously disclosed, the Company remains confident in the safety and
performance of all of its body armor products, including those containing
Zylon(R). The vast majority of body armor sold by the Company does not contain
any Zylon(R). This includes substantially all of the body armor sold to branches
of the U.S. Military. During the past five years, sales of body armor containing
Zylon(R) made up less than 5% of the Company's total revenues. All of these
models were certified by the NIJ before being sold to customers.
The Company cannot predict the outcome of the lawsuits or whether the Company's
financial condition or results of operations may be materially affected as a
result of the lawsuits. Because of their similarity, the Company believes that
most or all of the lawsuits will be consolidated into a single action and that
the Company will not be required to defend all of the lawsuits individually. The
Company believes that the recently filed lawsuits are baseless and intends to
vigorously defend them.
A copy of the news release announcing the foregoing is attached as Exhibit 99.1
to this report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) The following Exhibit is filed as part of this Current Report on
Form 8-K:
EXHIBIT 99.1 NEWS RELEASE OF DHB INDUSTRIES, INC. ISSUEDDATED
SEPTEMBER 22, 2005 2005: DHB INDUSTRIES CONFIRMS COMMITMENT TO
OFFICER SAFETY.
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.
DHB INDUSTRIES, INC.
By: /s/ DAWN M. SCHLEGEL
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Dawn M. Schlegel
Chief Financial Officer
Dated: September 22, 2005
EXHIBIT INDEX
99.1 News Release of DHB Industries, Inc. issued dated September 22, 2005:
DHB Confirms Commitment to Officer Safety.2005.