UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 7, 2007 (OCTOBER 31, 2007)
________________________________________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
POINT BLANK SOLUTIONS, 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.
(e)
Following several meetings and deliberations that began earlier in the
year, the Compensation Committee (the "Committee") of Point Blank Solutions,
Inc. (the "Company") adopted the 2007 Annual Incentive Plan (the "Plan") on
October 31, 2007. An independent consulting firm assisted the Company in
developing the Plan. Pursuant to the Plan, all employees, including the
Company's Principal Financial Officer and the Named Executive Officers (as such
term is defined in Item 402 of Regulation S-K), but excluding the Company's
Chief Executive Officer and President (whose bonus will be determined outside of
the Plan), are eligible to receive cash bonuses for achievement of pre-set
performance targets by the Company. Notwithstanding the foregoing, the
Compensation Committee retains discretion under the Plan to limit participation
in the Plan to one or more sub-groups of the Company's employees.
Under the Plan, an aggregate pool of funds (the "Pool") will be
established for payment of bonuses based upon the Company's achievement of
specified financial and non-financial goals for the 2007 fiscal year. The Plan's
financial goals (the "Financial Goals") are based upon (i) the rate of
achievement by the Company of a target adjusted EBITDA (calculated as earnings
before interest, taxes, depreciation, amortization, certain non-recurring
professional fees and non-cash stock compensation), and (ii) revenue levels. The
level of achievement of the adjusted EBITDA target is weighted at 75% and the
level of achievement of the revenue target is weighted at 25% in determining
performance against the Financial Goals.
Based upon the rate of achievement of the Financial Goals, the Pool
will be preliminarily calculated as follows:
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FINANCIAL GOAL PERFORMANCE LEVEL POOL FUNDING
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Below 75% of target No Pool funding
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Between 75% and 100% Pool funding between 50% and 100% of
target Bonus Pool
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Between 100% and 125% Pool funding between 100% and 150% of
target Pool
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Between 125% and 150% At the Committee's discretion, the
Pool may be funded up to two times the
target Pool
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After determination of the preliminary Pool based upon the Company's
achievement of the Financial Goals, the Committee may adjust the amount of the
Pool, in the Committee's discretion, based upon the level of achievement of
specified non-financial goals. The Plan's non-financial goals (the
"Non-Financial Goals") are (i) the achievement of regaining compliance with
Securities Exchange Commission filing requirements and (ii) the integration of
the Company's information systems (which combined criteria may result in an
increase or decrease of the Pool by up to 25%).
As part of the Plan, the Committee adopted target bonus levels for
participants, which are expressed as percentages of each participant's annual
salary. These target bonuses are used in determining the contribution by the
Company to the Pool for each participant, as well as providing guidance for
determining each participant's individual bonus payout under the Plan.
Individual target bonus levels are based upon competitive market levels and
Company internal equity considerations. However, the target bonus levels are not
binding upon the Committee in determining the final aggregate contribution by
the Company to the Pool or the payout for any participant.
The below table sets forth the applicable target bonus percentages for
the Company's individual funding contributions to the Pool and individual payout
guidance for the Company's Principal Financial Officer and Named Executive
Officers that were adopted under the Plan:
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OFFICER TARGET BONUS MAXIMUM BONUS
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James F. Anderson, Chief Financial Officer 50% 100%
and Chief Accounting Officer
________________________________________________________________________________
John C. Siemer, Chief Operating Officer
and Chief of Staff 50% 100%
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Samuel B. White, Executive Vice President, 50% 100%
Global Sales, Marketing and Research
Development
________________________________________________________________________________
Determination of the available Pool under the Plan will occur after
certification of the achievement of the performance criteria by the Committee,
which in the case of the Financial Goals, will be based upon the 2007 audited
financial statements of the Company. Final bonus payouts for the above
individuals will be approved by the Committee based upon recommendations by the
Company's Chief Executive Officer taking into account evaluations of individual
performance under the Company's performance management system and assessments of
relative contributions.
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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.
POINT BLANK SOLUTIONS, INC.
By: /a/ JOHN SIEMER
_________________________________________________
Name: John Siemer
Title: Chief Operating Officer and Chief of Staff
Dated: November 7, 2007