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): AUGUST 17, 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)
2102 SW 2ND STREET, POMPANO BEACH, FLORIDA 33069
------------------------------------------ ----------
(Address of principal executive office) (Zip Code)
(954) 630-0900
-------------------------------------------------------------
(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 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW
(a) On August 17, 2006, the Executive Committee of the Board of Directors
of DHB Industries Inc. (the "Company") concluded that the Company's previously
issued consolidated financial statements for the fiscal years ended December 31,
2004 and December 31, 2003, and the related financial information for those
periods and interim periods, should no longer be relied upon. The conclusion
followed a recommendation of the Company's recently appointed financial
management, supplied by AlixPartners, LLC, and a review of the pertinent facts.
The Company continues to conduct an analysis of its historical
information and records. Several professionals and advisors employed or retained
by the Company have highlighted discrepancies with respect to the reasonableness
of estimates and the accuracy of reported inventory, gross profit, and income
levels in fiscal years 2003 and 2004. Further, the Company's management has
concluded that at this time there is insufficient information in the Company's
records to permit making a determination of the magnitude of the inaccuracies or
the cumulative effect that any potential inaccuracies may have on the inventory,
gross profit and net income values reported by the Company for these prior
periods. The subsequent analysis could result in a restatement of the Company's
financial statements for the fiscal years ended December 31, 2004 and 2003.
In addition, in making its determination with regard to historical
financial statements, the Executive Committee considered the conclusions of the
Company's financial management that (i) the Company's existing internal controls
over financial reporting do not provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and (ii) the lack of historical records and the lack of documentation
providing evidence of prior controls limits the Company's ability to
substantiate the financial reports produced during the fiscal years 2003 and
2004.
The Company continues its efforts to strengthen and enhance its
internal control system and position itself to complete its financial statements
and financial statement analysis. The Company is unable to predict at this time
when it will be in the position to file all required current and historical
financial statements with the Securities and Exchange Commission.
Management has discussed the matters disclosed in this current report
on Form 8-K with Rachlin Cohen & Holtz LLP, the Company's independent registered
public accounting firm, and has notified Weiser LLP, the Company's former
independent registered public accounting firm, with regard to these matters.
A copy of the press release issued by the Company is attached hereto as
Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release, dated August 18, 2006.
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.
DHB INDUSTRIES, INC.
By: /s/ LARRY ELLIS
----------------
Larry Ellis, CEO
Dated: August 18, 2006
3
EXHIBIT INDEX
99.1 Press Release, August 18, 2006.
4