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 19, 2007
DHB INDUSTRIES, INC.
(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
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(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 July 19, 2007, DHB Industries, Inc. (the "Company") entered into a new
employment agreement with James Anderson, providing for his employment as Chief
Financial Officer of the Company. The agreement, which has an initial term of
three years following the Effective Date of June 21, 2007, provides for an
annual base salary of $325,000. The agreement also provides for the grant to Mr.
Anderson of 400,000 warrants to acquire shares of the Company's common stock,
par value $0.01. On July 24, 2007, these warrants were granted to Mr. Anderson
at an exercise price equal to $5.28, the closing market price of such common
stock on that date. The warrants have a 10-year term. As of the grant 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 grant date, provided that such future vesting will be accelerated
upon occurrence of a change of control of the Company, as defined in the
Company's 2007 Omnibus Equity Incentive Plan. The employment agreement 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 James Anderson as the Company's
Chief Financial Officer. Mr. Anderson had previously been serving as the
Company's Controller and Chief Accounting Officer as well as interim CFO.
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.
The foregoing announcement also was disclosed by the Company in a press
release issued on July 27, 2007.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release of the Company issued on July 27, 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
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Thomas C. Canfield
General Counsel
Dated: July 27, 2007