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 16, 2006
DHB INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
DELAWARE 001-13112 11-3129361
________________________ ________________________ ______________________
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
400 POST AVENUE, SUITE 303, WESTBURY, NEW YORK 11590
______________________________________________ __________
(Address of principal executive office) (Zip Code)
(516) 997-1155
____________________________________________________
(Registrant's telephone number, including area code)
NOT APPLICABLE
______________________________________________
(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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 18, 2006, the Board of Directors of DHB Industries, Inc. (the
"Company") awarded William P. Campbell a currently exercisable warrant for
50,000 shares of the Company's Common Stock in connection with Mr. Campbell's
service as a director of the Company. The exercise price of the warrant is $2.10
per share and the warrant is exercisable for five years. The warrant agreement
has not yet been prepared and executed and will be filed by the Company as an
exhibit to its next periodic report.
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On May 16, 2006, the Company received a notice from the American
Stock Exchange (the "Amex"), the national securities exchange that maintains the
principal listing for the Company's common stock, of a failure to satisfy
certain of the Amex continued listing standards. The notice relates to the
failure of the Company to timely file its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2006 (the "Form 10-Q") with the Securities and
Exchange Commission as required by Sections 134 and 1101 of the Amex Company
Guide (the "Company Guide"). Additionally, the notice indicates that, in order
to maintain its Amex listing, the Company must submit an updated plan of
compliance to the Amex by May 23, 2006 advising the Amex of the action the
Company has taken, or will take, that demonstrates the Company's ability to file
its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 by no
later than June 2, 2006 (which Amex compliance date has been previously
disclosed by the Company) and the Form 10-Q by no later than June 30, 2006.
The notice further states that the Amex staff has determined that,
following the resignation of Jerome Krantz as director on May 9, 2006 as
previously disclosed by the Company, the Company is not in compliance with (i)
Section 121(B)(2)(a) of the Company Guide, which requires that each issuer have,
and certify that it has and will continue to have, an Audit Committee of at
least three members each of whom is independent and (ii) Section
121(B)(2)(a)(ii) of the Company Guide, which requires that each issuer have, and
certify that it has and will continue to have, at least one member on its Audit
Committee who is deemed financially sophisticated. The notice provides that the
Company has until August 30, 2006 to regain compliance with these sections.
The Company intends to provide a response to the Amex notice as soon
as practicable and will endeavor to comply with the Amex continued listing
standards. However, there can be no assurance that the Company will be able to
do so.
The press release issued by the Company on May 23, 2006 with respect
to receipt of the Amex notice described above is filed herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release, dated May 23, 2006
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/ LARRY ELLIS
_______________
Larry Ellis
CAO
Dated: May 23, 2006
EXHIBIT INDEX
99.1 Press Release, May 23, 2006.