UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Numbers: 01-13112
(Check One): [X] Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2005
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: __________________
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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DHB INDUSTRIES, INC.
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Full Name of Registrant
N/A
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Former Name if Applicable
400 Post Avenue, Suite 303
Westbury, New York 11590
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Address of Principal Executive Office (Street and Number)
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PART II -- RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and THE REGISTRANT seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
From 10-K, 20-F, 11-K, or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-K, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
DHB Industries Inc. (the "Company") files this report for a 15-day
extension, from March 16 to March 31, 2006, for filing its Annual Report on Form
10-K for the period ended December 31, 2005. The Company did not file its Form
10-K by March 16, 2006 because the Company is conducting additional analysis of
historical information and records to ensure the reasonableness of estimates and
the accuracy of reported inventory levels and resulting gross profit and income
levels for 2005. Our auditors have called our attention to, and the Company has
identified, some inaccurate inventory records. The net result is not yet known.
Based on the foregoing and information that has become available in the fourth
quarter of 2005, the Company is also reassessing its estimates of the cost of
the Voluntary Replacement Program for Zylon(R)-containing armor products that
the Company announced in the third quarter of 2005. We believe that both of the
analyses could result in restatement of the reported results for one or more of
the first three quarters of 2005, including restatement of the amount of the
inventory written off in the third quarter.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification.
Dawn Schlegel 516 997-1155
______________ ___________ __________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such reports been filed? If answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results or operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if separate, state the reasons why a reasonable estimate of
the results cannot be made.
The Company anticipates a significant change in its 2005 results of
operations, when compared with 2004 results, stemming largely from one-time
charges associated with the previously announced decision of the National
Institution of Justice ("NIJ") to revoke its certifications of all vests
containing Zylon(R) in the marketplace and as a result of a change in accounting
principles. These charges include the write off of Zylon(R)-containing inventory
and the cost of the Voluntary Replacement Program. These changes were previously
disclosed in the Company's Report on Form 10-Q for the quarter ended September
30, 2005.
In the fourth quarter of 2005, the Company adopted Statement of Financial
Accounting Standards No. 123R, SHARE BASED PAYMENT (SFAS 123R) which revises
SFAS 123, ACCOUNTING FOR STOCK BASED COMPENSATION and supersedes Accounting
Principles Board Opinion 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB25).
SFAS 123R requires that new, modified and unvested share-based payment
transactions with employees, such as stock options and restricted stock, be
recognized in the financial statements based on their fair value and recognized
as compensation expense over the vesting period. The Company adopted SFAS 123R
effective December 8, 2005, using the retrospective method. This method allows
for the retrospective adjustment of interim financial statements in the year of
adoption based on the amounts previously calculated and reported in the pro
forma footnote disclosures required by SFAS 123. In addition, the fiscal years
prior to 2005 will be subjected to restrospective adjustments to reflect the
amounts previously calculated and reported in the pro forma footnote
disclosures.
The following table shows the proforma estimates by the Company of the
retrospective amounts of stock based compensation on a quarterly basis as a
result of the adoption of the new accounting standard described above.
2005 2004 2003
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First Quarter $ 8,000 $1,513,000 $482,000
Second Quarter 454,000 82,000 166,000
Third Quarter *15,563,000 22,000 286,000
Fourth Quarter 4,825,000 9,000 99,000
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Year to date $20,850,000 $1,626,000 $1,033,000
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* During the third quarter of 2005, the Company recorded in its results of
operations, stock compensation expense of $11,295,000 which would reduce the
retrospective adjustment of the third quarter 2005 Stock Compensation to
$4,268,000 in expense, bringing the total Stock Compensation expense to be
reported in the results of operations to the $15,563,000 listed above.
The Company currently expects to report revenue for 2005 of approximately
$350 million. The Company is not prepared to estimate the results of its
operations at this time, because of the continuing review of the Company's
financial statements described more fully above.
DHB INDUSTRIES, INC.
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 17, 2006 By: /s/ DAWN SCHLEGEL
_____________________________
Dawn Schlegel
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of THE REGISTRANT or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of THE REGISTRANT by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of THE REGISTRANT shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 40/12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must have been completed and filed with the Securities and Exchange
Commission, Washington D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
THE REGISTRANT is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.