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): September 28, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 28, 2006 (the "Effective Date"), DHB Industries, Inc. (the
"Company") entered into employment agreements with each of John C. Siemer, its
Chief Operating Officer - Chief of Staff, and Thomas C. Canfield, its General
Counsel and Secretary. The agreements, which have an initial term of three years
following the Effective Date, provide for an annual base salary of $350,000. In
addition, each of Messrs. Siemer and Canfield is entitled to receive an initial
payment of $25,000, plus a pro rata per diem amount reflecting additional time
spent working with the Company prior to his formal appointment, and will be
eligible to participate in incentive bonus programs applicable to executives of
the Company. As an inducement, the agreements also provide for the grant to each
of Messrs. Siemer and Canfield of 400,000 warrants to acquire shares of the
Company's common stock, par value $0.01, at an exercise price equal to $2.82,
the closing market price of such common stock on September 28, 2006. The
warrants have a 10-year term. As of the Effective Date, 10% of the warrants will
be vested and exercisable, and 30% of the warrants will become vested and
exercisable on each of the three subsequent anniversary dates following the
Effective Date, provided that such future vesting will be accelerated upon
occurrence of a change of control of the Company, as defined in a warrant award
agreement. Each of the employment agreements also provides for the payment in
installments to executive of an aggregate amount equal to 12 months annual base
salary in the event the agreement is terminated prior to the end of the
employment term by the Company without cause or by the executive for good
reason, as such terms are customarily defined in executive employment
agreements.
ITEM 5.02. APPOINTMENT OF PRINCIPAL OFFICERS
(c) As stated above, the Company appointed Mr. John C. Siemer as the Company's
Chief Operating Officer - Chief of Staff, effective September 28, 2006.
Prior to joining the Company, Mr. Siemer, age 56, served as Special Assistant
and Strategic Planner to the U.S. Army Chief of Staff where he advised on the
use and allocation of resources. Previously, he served as Executive Officer to
the Director of Program Analysis and Evaluation for the Department of the Army
Headquarters, where he provided oversight and direction in helping the U.S. Army
craft and execute its Future Years Defense Program, specifically focused in the
areas of resource allocation, program evaluation and analysis, and acquisition.
Mr. Siemer worked extensively with the Department of Defense in developing
Program Objective Memorandum (POM). Mr. Siemer co-authored a comprehensive Army
study on structure, research, development and acquisition, and overall base
operations. During the past five years, Mr. Siemer, who is retired from the
armed forces, has been engaged in charitable and other community-based
non-profit activities. The U.S. Army and other branches of the U.S. armed forces
constitute the Company's largest customer relationship.
The information contained in Item 1.01 above regarding Mr. Siemer is
incorporated by reference herein.
On September 18, 2006, the Company entered into an employment agreement with
James Anderson, age 53, pursuant to which Mr. Anderson will serve as the
Company's Senior Vice President and Chief Accounting Officer. The agreement,
which has a three-year initial term, provides for an annual base salary of
$300,000. In addition, Mr. Anderson will be eligible to participate in incentive
programs as may be made available from time to time to executives of the
Company, including bonus programs and equity-based incentive arrangements, in
the Company's discretion. In addition, the employment agreement provides for the
payment in installments to Mr. Anderson of an aggregate amount equal to six
months annual base salary in the event the agreement is terminated prior to the
end of the employment term by the Company without cause or by the executive for
good reason, as such terms are customarily defined in executive employment
agreements.
Prior to joining the Company, since 2004 Mr. Anderson was SVP and Corporate
Controller at Danka Business Systems LLC, where he was responsible for external
reporting, accounting policies and internal control. He was an external
consultant for that company during 2003 and 2004. From 2002-2003, Mr. Anderson
was Vice President and Corporate Controller at Sunterra Corporation, responsible
for similar functions. From 2000-2002, Mr. Anderson was a partner in the
Atlanta, GA and Charlotte, NC offices of KPMG LLP. Mr. Anderson is a Certified
Public Accountant and a member of the AICPA.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release, dated September 28, 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/ LAWRENCE YOUNG
_______________________
Lawrence Young
Chief Financial Officer
Dated: October 4, 2006