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): FEBRUARY 28, 2007
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 DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(b)
Effective on February 28, 2007, Cary Chasin and Gary Nadelman resigned
as directors of DHB Industries Inc. (the "Company").
(d)
Effective on March 1, 2007, the Board of Directors of the Company
appointed Lieutenant General (retired) Martin R. Berndt and Suzanne M. Hopgood
as directors of the Company.
General Martin R. Berndt retired from the U.S. Marine Corps in 2005,
after more than 36 years of service. He commanded U.S. Marine Corps Forces
Atlantic, South and Europe; U.S. Marine Corps Bases, Atlantic; and U.S. Fleet
Marine Forces, Atlantic and Europe. General Berndt was commissioned a Second
Lieutenant in the Marine Corps upon graduation from West Chester University in
1969. Early in his career, he served in Vietnam and held various positions with
the U.S. Marine Corps including Commanding Officer of Headquarters and
Maintenance Squadron 26, political-military planner with the Office of the Joint
Chiefs of Staff and Executive Officer of Marine Forces Panama. Between 1990 and
1995, he served as a Middle East/Africa planner and U.S. Military Liaison to the
West Africa Peacekeeping Force in Liberia, as the Assistant Chief of Staff of
Headquarters, U.S. European Command in Stuttgart, Germany, as the
Officer-in-Charge, II MEF Special Operations Training Group and as the commander
of the 24th Marine Expeditionary Unit. He then served as the Deputy Commander,
Marine Forces Atlantic, the Director of Joint Training at USACOM, the Commander
of the Joint Warfighting Center and as Deputy Commanding General, Marine Corps
Combat Development Command in Quantico Virginia. In 2000 he assumed command of
the 2nd Marine Expeditionary Force for two years prior to his final active duty
assignment.
General Berndt currently serves as a Senior Mentor for the U.S. Marine
Corps Staff Training Program and in a similar capacity for Joint Forces Command.
He serves as a member of "CorpStrategy" team under the sponsorship of the
Institute for Defense and Business, UNC Chapel Hill and is a member of the
Onslow County Military Affairs Committee. He serves as a Board member for the
Governor's North Carolina Military Foundation and a privately owned company in
Northern Virginia.
General Berndt is expected to serve on the Board's Nominating and
Governance Committee.
Suzanne Hopgood is the President and CEO of The Hopgood Group, a
business and workout consulting firm she founded in 1985. Ms. Hopgood is a
financial expert who has served on the boards of four public companies and as
Chairman of the Board for two companies. She helped guide a variety of companies
through very difficult business, financial and legal challenges and crises,
serving as a turnaround CEO, Chairman of the Board, Chair of public company
executive, nominating, governance, and audit committees as well as a member of
strategic planning, compensation, and CEO search committees. Ms. Hopgood
currently serves on the Board of Acadia Realty Trust (NYSE:AKR), where she is
also Chair of the Nominating and Governance Committee and a member of the Audit
Committee.
Ms. Hopgood is a member of the teaching faculty of the National
Association Corporate Directors ("NACD") and also serves as President/Chair of
the Connecticut chapter of the NACD. She has been an active educator,
facilitator and mediator for boards of a wide variety of public and private
companies on behalf of the NACD. She also is an author and frequent speaker on
corporate governance issues, and co-wrote the award-winning "BOARD LEADERSHIP
FOR THE COMPANY IN CRISIS". Prior to founding The Hopgood Group, Ms. Hopgood was
responsible for a $1 billion equity real estate portfolio for Aetna Realty
Investors, a subsidiary of Aetna. She received a Bachelors of Science in
business administration from the University of New Hampshire.
Ms. Hopgood is expected to serve as Chair of the Board's Governance
Committee and as a member of the Audit Committee.
Each of Mr. Berndt and Ms. Hopgood will be entitled to participate in
the Company's non-employee director compensation arrangements, which were
previously disclosed in the Company's Form 8-K filed on November 16, 2006. For
the fiscal year ending December 31, 2007, their participation in these
compensation arrangements will be on a pro rata basis commencing on March 1,
2007.
Giving effect to these appointments, the Audit Committee consists of
Jack Henry (Chair), Maurice J. Hannigan and Suzanne Hopgood; the Compensation
Committee consists of David Bell (Chair), William Campbell and Maurice J.
Hannigan; and the Nominating and Governance Committee consists of Suzanne
Hopgood (Chair), Martin Berndt and David Bell.
Concurrent with the new appointments, the Board of Directors of the
Company elected to reduce the size of the Board of Directors from eight to seven
members. At present, six members are non-management directors.
The press release issued by the Company on March 1, 2007 with respect
to the changes to its Board of Directors is filed herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release, dated March 1, 2007
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 C. CANFIELD
____________________________________
Name: Thomas C. Canfield
Title: General Counsel & Secretary
Dated: March 2, 2007
EXHIBIT INDEX
99.1 Press Release, dated March 1, 2007.