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): December 15, 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 5.02 DEPARTURE OF PRINCIPAL EXECUTIVE OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(b)
Effective on December 22, 2006, as part of a modification of the
arrangements between DHB Industries, Inc. (the "Company") and AlixPartners LLP,
Lawrence Young, CFO, Mark Thorson, Controller and Ryan Esko, Treasurer resigned
from their positions. Jim Anderson, currently Senior Vice President and Chief
Accounting Officer, will be taking on the position of Controller and interim
Chief Financial Officer, reporting to Larry Ellis, President and CEO, and to
Jack Henry, Chairman of the Audit Committee. To facilitate the transition,
Messrs. Esko and Thorson of AlixPartners LLP will remain involved as financial
advisers to the Company, through February 28 and March 31, 2007, respectively.
ITEM 8.01 OTHER EVENTS.
As announced in July 2006, the Company signed a Memorandum of
Understanding ("MOU") to settle the Class Action and Derivative lawsuits for a
total of $35.2 million, plus an issuance of 3,184,713 shares of its common
stock, in addition to adopting certain corporate governance measures. In August
2006, the Company disclosed that of the $35.2 million, $22.3 million would be
funded through a series of transactions with Mr. David Brooks, the Company's
former Chairman and CEO, and that $12.9 million would be paid for through a
buyout of its directors' and officers' liability policy. As previously reported,
these settlements are subject to review and approval of the U.S. District Court
for the Eastern District of New York.
On December 15, 2006, a stipulation of settlement was filed with the
court (United States District Court, 100 Federal Plaza, Central Islip, New York,
11722-4438). This stipulation, which was signed on behalf of the Company, the
plaintiffs' representatives and individual defendants, represents the definitive
documentation of the settlement. Under the settlement documents, the class
consists of all Persons who purchased or otherwise acquired DHB shares on or
after November 18, 2003 until and including November 30, 2006.
As previously disclosed, the settlement will be subject to the review
and approval of the court. The timetable for hearings and other aspects of the
review process will be set by the court.
The Company issued a press release on December 22, 2006 to provide
updates that the Company had planned to provide at the shareholder meeting,
originally scheduled for December 5, 2006 and recently postponed by the Company
until further notice. The press release provides updates on the Company's
business, financial statements and outlook.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
99.1 Press Release of the Company, dated December 22, 2006.
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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/ THOMAS CANFIELD
_______________________________________
Thomas Canfield, General Counsel &
Secretary
Dated: December 22, 2006
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EXHIBIT INDEX
99.1 Press Release, December 22, 2006.
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