UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) AUGUST 23,2007 (AUGUST 17,2007)
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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 or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2102 SW 2nd Street, Pompano Beach, Florida 33069
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 630-0900
____________________________
NOT APPLICABLE
________________________________________________________________________________
(Former name or 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE
IN FISCAL YEAR
On August 17, 2007, the Company's Board of Directors adopted a Second
Amended and Restated By-Laws of the Company to update and modernize the
Company's existing By-Laws.
Article I, Section 1.1 of the By-Laws was amended to tie the time
period for stockholders making nominations or proposals in connection with
annual meetings to the mailing date of the notice of the preceding year's annual
meeting of stockholders instead of the current year's annual meeting, as
previously provided for in the By-Laws. This section was amended further to
adjust the notice requirements in the event of the delay or advancement of the
annual meeting date or an increase in the size of the Board of Directors.
Article I, Section 1.1 of the By-Laws has also been amended to require,
among other things, that a stockholder's notice of nomination or other business
include a statement whether such stockholder (or the beneficial owner, if any,
on whose behalf such notice is being made) intends to deliver a proxy statement
and form of proxy to that number of holders as would be sufficient to elect such
stockholder's nominee(s) or approve such stockholder's business.
Article I, Section 1.2 of the By-Laws was amended to expand the advance
notice procedures included in the By-Laws so that they are applicable to special
meetings as well as annual meetings of stockholders.
Article I, Section 1.3 of the By-Laws previously provided that notice
of stockholder or special meetings be in written form and specify, among other
things, the location of such meeting. As amended, this section now provides that
stockholder or special meetings may be held by means of remote communication and
notice of such meetings may be given by electronic communication.
Article I, Section 1.4 of the By-Laws previously provided that the
quorum requirement to transact business at any meeting of stockholders was
one-third of the outstanding shares of each class of stock entitled to vote at
such meeting but that section was amended to provide that the quorum requirement
to transact business at any meeting of stockholders is one-third of the
outstanding shares of all classes of stock entitled to vote and to establish the
same quorum requirement in the event a separate vote by a class or classes or
series of stock is required.
Article I, Section 1.6 of the By-Laws was amended to give the Chairman
of meetings of stockholders the power to control the conduct of the meetings and
to adjourn meetings.
Article I, Section 1.7 of the By-Laws was amended to clarify that each
stockholder is entitled to one vote per share unless otherwise provided in the
Company's Certificate of Incorporation, as amended.
Article II, Section 2.2 of the By-Laws previously provided that the
Chairman of the Board of Directors may be removed by the Board of Directors.
This section has been amended to clarify that the directors of the Company can
remove a director from his position as Chairman of the Board but not as a
director of the Company.
Article II, Section 2.5 of the By-Laws has been amended to clarify that
the President of the Company may preside over a meeting of the Board of
Directors only if he is also a director of the Company.
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Article II, Section 2.6 of the By-Laws has been amended to reflect that
the Board of Directors has elected to be governed by Section 141(c)(2) of the
Delaware General Corporation Law (the "DGCL"), which allows less than a majority
of the whole Board to create a committee which may exercise all of the powers of
the Board except with respect to any action or matter (other than the election
or removal of directors) expressly required by the DGCL to be submitted to
stockholders for approval, or adopting, amending or replacing any bylaw of the
Company. Prior to this amendment, committees of the Board could only be created
by a majority of the entire Board of Directors and such committees could
exercise all power and authority of the Board except in reference to certain
matters specified in the DGCL.
Article III of the By-Laws previously specified the executive officers
of the Company. As amended, Article III of the By-Laws provides that the
officers of the Company shall be the Chairman of the Board, a President, a
Secretary, a Treasurer and such other officers as may from time to time be
appointed by the Board of Directors and such officers shall have the authority
and perform such duties as may be prescribed by the Board of Directors. Section
3.4 of the By-Laws had previously provided that the salaries and other
compensation of all officers and agents of the Company shall be fixed by a
majority of any committee established pursuant to the By-Laws and, as amended,
that section now provides that the salaries of officers elected by the Board of
Directors shall be fixed from time to time by the Board of Directors or by such
committee of the Board of Directors or officers as may be designated by
resolution of the Board of Directors.
Article IV, Section 4.1 of the By-Laws previously provided that a
director could resign only by providing written notice and, as amended, now
provides that a director may resign by providing notice, whether written or
otherwise.
Article V, Section 5.3 of the amended By-Laws enables the Board of
Directors to set a record date to determine the stockholders entitled to consent
to corporate action in writing or by electronic transmission without a meeting
and requires any stockholder of record seeking to have the stockholders
authorize or take corporate action by consent to send a written notice to the
Secretary of the Company, requesting the Board of Directors to fix a record date
for such action. Article V, Section 5.3 of the By-Laws previously provided that
stockholders could only express consent to corporate action in writing without a
meeting and, as amended, now provides for the possibility of stockholder action
by writing or by electronic transmission.
Article V, Section 5.4 of the By-Laws was amended to permit the Board
of Directors to adopt a resolution providing that some or all of any or all
classes of stock or series of the Company's stock may be uncertificated.
Article VI, Sections 6.1 and 6.2 of the By-Laws have been amended to
eliminate mandatory indemnification of employees of the Company as well as any
member, member representative, employees or agents of another entity who are
serving in such capacity at the request of the Company. The amendments also
provide that the Company is permitted, but not required to provide
indemnification for current or former employees and agents of the Company.
Article VI, Section 6.4 of the By-Laws has been amended to include
procedures to govern any proceedings brought by an indemnitee to enforce rights
set forth in Article VI in the By-Laws.
Article VII, Section 7.3 of the By-Laws previously provided that,
except as required by law or as set forth in the By-Laws, any notices (and
waivers of notice) that are required to be given to stockholders, directors, or
officers may be given personally, or by mail, or, in the case of directors or
officers, by telegram, cable or radiogram addressed to such address as appears
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on the books of the Company. This section has been amended to provide that,
except as required by law or as set forth in the By-Laws, such notices (and
waivers of notice) may also be given by electronic transmission.
Article VIII of the By-Laws has been amended to clarify that the
affirmative vote of the holders of a majority of all outstanding shares shall be
required to adopt, amend or repeal the Company's By-Laws.
The descriptions contained herein of the amendments to the By-Laws are
qualified in their entirety by reference to the full text of the Second Amended
and Restated By-Laws of the Company, which are attached as Exhibit 3.1 to this
Form 8-K and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Second Amended and Restated By-Laws of DHB Industries, Inc.
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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.
Date: August 23, 2007 By: /s/ THOMAS C. CANFIELD
__________________________
Thomas C. Canfield
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Second Amended and Restated By-Laws of DHB Industries, Inc.
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