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): July 13, 2007
DHB INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-13112 11-3129361
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
2102 SW 2nd Street, Pompano Beach, Florida 33069
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(Address of principal executive office) (Zip Code)
(954) 630-0900
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(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.
(e) On July 13, 2007, the Compensation Committee (the "Committee") of the
Company's Board of Directors (the "Board") recommended to the Board for
approval, and the Board approved and adopted, the 2007 Omnibus Equity Incentive
Plan (the "2007 Plan").
The purpose of the 2007 Plan is to assist the Company and its Related Entities
(as defined in the 2007 Plan) in attracting, motivating, retaining and rewarding
high-quality executives and other employees, officers, and consultants by
enabling such persons to acquire or increase a proprietary interest in the
Company in order to strengthen the mutuality of interests between such persons
and the Company's stockholders, and providing such persons with long-term
performance incentives to expend their maximum efforts in the creation of
stockholder value.
The 2007 Plan allows the Committee to grant awards including options, restricted
stock awards, stock appreciation rights, bonus stock, performance awards and
other stock based awards (each as more fully described in the 2007 Plan) with
respect to up to an aggregate of 1,250,000 shares of the Company's common stock,
par value $0.001 per share ("Company Stock"), subject to adjustment as provided
in Section 9(c) of the 2007 Plan. Such awards may be granted to any officer,
employee, consultant or other person who provides services to the Company or its
Related Entities, provided that no participant may receive awards during the
life of the 2007 Plan representing more than 600,000 shares.
The 2007 Plan is not subject to shareholder approval, provided that once the
Company's shares are re-listed on the American Stock Exchange or other national
exchange and public trading commences, no further awards shall be made under the
2007 Plan unless shareholder approval is obtained.
The foregoing description of the 2007 Plan is not complete and is qualified in
its entirety by reference to the text of the 2007 Plan, which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
The text of the Form of Warrant Award Certificate subject to the 2007 Plan is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 2007 Omnibus Equity Incentive Plan.
10.2 Form of Warrant Award Certificate subject to the 2007
Plan.
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: July 19, 2007
EXHIBIT INDEX
10.1 DHB Industries, Inc. 2007 Omnibus Equity Incentive Plan.
10.2 Form of Warrant Award Certificate subject to the 2007 Plan.