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): March 31, 2006
DHB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13112 11-3129361
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File 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))
(Page 1)
SECTION 4 - Matters Related to Accountants and Financial Statements
ITEM 4.02 - Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Review
On March 16, 2006, DHB Industries Inc. (the "Company") filed a Form 12b-25
requesting 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. As then
announced, the Company has been 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 analysis has focused on correcting certain inaccurate
inventory records as well as, the reserve established for the voluntary
replacement program for Zylon(TM) containing armor products called to our
attention by the Company's independent auditors, and analyzing the cost of
inventory items. We are being assisted by consultants with experience in finance
and cost accounting. Officers of the Company have discussed the foregoing
matters with the Company's auditors.
Because the Company has identified adjustments of inventory, both positive and
negative, that are individually material to each quarter, management, supported
by the Audit Committee of the Board of Directors, concluded today that investors
should no longer rely on the Company's previously issued, interim financial
statements for 2005. However, the cumulative effect of adjustments has not yet
been determined.
As previously reported, we believe that this analysis 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. Because the analysis is not complete, the Company is not yet in a
position to file its Form 10-K for the period ended December 31, 2005. The
Company intends to file its Form 10-K as soon as practicable and is employing
all available resources to do so.
EXHIBIT 99.1 NEWS RELEASE OF DHB INDUSTRIES, INC. ISSUED MARCH 31, 2006: DHB
WILL DELAY ITS FILING OF FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006.
(Page 2)
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: March 31, 2006
DHB INDUSTRIES, INC.
By: /s/ DAWN M. SCHLEGEL
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Name: Dawn M. Schlegel
Title: Chief Financial Officer
(Page 3)
EXHIBIT INDEX PAGE NO.
99.1 News Release of DHB will delay filing of its Form 10-K 2
for the year ended December 31, 2005.
(Page 4)