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): December 1, 2005
DHB INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 001-13112 11-3129361
____________________________ ____________ ___________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 POST AVENUE, SUITE 303
WESTBURY, NEW YORK 11590
________________________________________ __________
(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; ITEM 5.02 (C).
APPOINTMENT OF PRINCIPAL OFICERS
On December 1, 2005, the Company announced that it had entered into an
employment agreement with Rick Hockensmith. Pursuant to the employment
agreement, Mr. Hockensmith will serve as the Company's Chief Operating Officer.
The employment agreement is effective as of December 1, 2005, and continues
through November 30, 2007, unless terminated under the terms of the agreement.
The agreement provides that Mr. Hockensmith may extend the term of the agreement
on the same terms until November 30, 2009 upon at least sixty days notice to the
Company. The employment agreement provides for the payment to Mr. Hockensmith of
a base annual salary of $500,000, provided that if the Company's current Chief
Executive Officer and Chairman of the Board, David H. Brooks, is no longer
serving as Chief Executive Officer and Chairman of the Board, Mr. Hockensmith's
annual base salary shall increase to $1,250,000. Mr. Hockensmith is also
eligible to receive a discretionary bonus based upon his contributions to the
Company and the Company's financial performance. Furthermore, Mr. Hockensmith is
granted options to purchase shares of common stock of the Company pursuant to a
separate option award agreement. Mr. Hockensmith's employment is "at will" and
may be terminated at any time, with or without cause. Upon termination of
employment, Mr. Hockensmith 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 during the term
of the agreement an Event of a Change in Control occurs, as defined in the
employment agreements, Mr. Hockensmith shall be entitled to the following
benefits: (i) the immediate vesting of all outstanding options to purchase
shares of the Company's common stock and any such outstanding options held by
Mr. Hockensmith 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. Hockensmith'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._ to this
report and is incorporated herein by reference.
In connection with the above-referenced employment agreement, the
Company awarded Mr. Hockensmith under the Company's 2005 Omnibus Equity
Incentive Plan options to purchase shares of the Company's common stock pursuant
to an award agreement dated November 28, 2005 with Mr. Hockensmith. Pursuant to
such award agreement, Mr. Hockensmith is entitled to purchase from Company at
any time from the date of the award agreement through and including June 2, 2010
up to a total of 400,000 shares of the Company's common stock, $.001 par value
(each share, a "Option Share") at an exercise price of $4.06 per Option Share.
100,000 Option Shares shall vest on December 1, 2005, and 200,000 Warrant Shares
shall vest on the second anniversary date of the award agreement provided that
Mr. Hockensmith is employed by the Company on such anniversary date. The full
text of the award agreement is included as Exhibits 10._ and is incorporated
herein by reference.
Prior to being named the Company's Chief Operating Officer, Mr.
Hockensmith, age 51 years old, was an independent sales representative for the
Company since 1995. Mr. Hockensmith does not hold, and has not held, any other
position with the Company.
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
10.1 Employment Agreement dated as of December 1, 2005, between DHB
Industries, Inc. and Rick Hockensmith.
10.2 Award Agreement dated as of November 28, 2005, between DHB
Industries, Inc. and Rick Hockensmith.
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: December 5, 2005
DHB INDUSTRIES, INC.
By: /s/ DAWN M. SCHLEGEL
______________________________
Name: Dawn M. Schlegel
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Employment Agreement dated as of November 28, 2005, between DHB
Industries, Inc. and Rick Hockensmith.
10.2 Award Agreement dated as of November 28, 2005, between DHB
Industries, Inc. and Rick Hockensmith.