-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BQb21Ch3bzCCN33vofDpgkEGvAcLZVhMR0X1X7Y68UH8uIcbLAOGd0y3f9OC2CQ6 sU5QrW3w67zklum29r139w== 0001092306-06-000559.txt : 20060912 0001092306-06-000559.hdr.sgml : 20060912 20060912152058 ACCESSION NUMBER: 0001092306-06-000559 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060912 DATE AS OF CHANGE: 20060912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DHB INDUSTRIES INC CENTRAL INDEX KEY: 0000899166 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 113129361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46443 FILM NUMBER: 061086353 BUSINESS ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 BUSINESS PHONE: 5169971155 MAIL ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 FORMER COMPANY: FORMER CONFORMED NAME: DHB CAPITAL GROUP INC /DE/ DATE OF NAME CHANGE: 19960518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS DAVID H CENTRAL INDEX KEY: 0001176028 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 5169971155 MAIL ADDRESS: STREET 1: 400 POST AVENUE STREET 2: SUITE 303 CITY: WESTBURY STATE: NY ZIP: 11590 SC 13D/A 1 brookssc13d.txt SCHEDULE 13D/AMENDMENT #5 - DAVID H. BROOKS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ SCHEDULE 13D/A (Amendment No.5) Under the Securities Exchange Act of 1934 DHB Industries, Inc. (Name of Issuer) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 001-13112 (CUSIP Number) David H. Brooks 400 Post Avenue, Suite 303 Westbury, NY 11590 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2006 _______________________________________________________ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]. Check the following box if a fee is being paid with this statement:[ ]. CUSIP NO.: 001-13112 (1) NAME OF REPORTING PERSON: David H. Brooks I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ] (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS: PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 11,712,978 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 11,712,978 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,712,978 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] Row (11) excludes 3,057,292 shares of Common Stock beneficially owned by Terry S. Brooks disclosed on the next page. (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 22.3% of total Common Stock (14) TYPE OF REPORTING PERSON: IN 2 CUSIP NO.: 001-13112 (1) NAME OF REPORTING PERSON: Terry S. Brooks I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: [ ] (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS: PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) SOLE VOTING POWER: 3,057,292 (8) SHARED VOTING POWER: 0 (9) SOLE DISPOSITIVE POWER: 3,057,292 (10) SHARED DISPOSITIVE POWER: 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,057,292 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] Row (11) excludes 11,712,978 shares of Common Stock beneficially owned by David H. Brooks disclosed on the previous page. (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.8% of total Common Stock (14) TYPE OF REPORTING PERSON: IN 3 ITEM 1. SECURITY AND ISSUER. (a) TITLE AND CLASS OF SECURITY: Common Stock, par value $.001 per share (the "Common Stock"). (b) ISSUER: DHB Industries, Inc. 2102 SW 2nd Street Pompano Beach, FL 33069 ITEM 2. IDENTITY AND BACKGROUND. 2(a) This Schedule 13D is being filed by David H. Brooks and Terry Brooks, who are husband and wife. Mr. and Mrs. Brooks may be considered a group for the purposes of this Schedule 13D. 2(b) Business Address: 800 South Ocean Drive Boca Raton, FL 33432 2(c)(i) Present Principal Employment: Mr. Brooks is an investor for his own account. Mrs. Brooks is the Principal and President of Tactical Armor Products, Inc. 2(c)(ii) Principal Business and Address: The Issuer has its principal business address at 2102 SW 2nd Street, Pompano Beach, FL 33069, and is engaged principally in the manufacture and sale of projectile-resistant garments, body armor and accessories, and protective athletic apparel and equipment. Tactical Armor Products has its principal business address at Route 4 and Highway 11, Rutledge, TN 37861, and manufactures component parts for use in projectile-resistant garments. 2(d) Criminal Convictions: Neither Mr. Brooks nor Mrs. Brooks has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 2(e) Violations of Federal or State Securities Law: Neither Mr. Brooks nor Mrs. Brooks, was, during the past five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. 2(f) Both Mr. Brooks and Mrs. Brooks are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Brooks used personal funds to acquire the shares reported herein. 4 ITEM 4. PURPOSE OF TRANSACTION. This Schedule 13D/A #5 is filed after giving effect to three transactions. The first transaction, as previously disclosed in the Issuer's Current Report on Form 8-K dated August 3, 2006 and in Mr. Brooks' Form 4 dated August 4, 2006, is the exercise, on July 7, 2006, of 750,000 warrants for 750,000 shares of the Issuer's Common Stock at an exercise price of $1.00 per share. These warrants were previously issued pursuant to a employment agreement, dated July 1, 2000, and related warrant exercise agreement, dated July 1, 2005, between the Issuer and Mr. Brooks (the "Agreements"), and vested automatically on July 1, 2006. The second transaction, as previously disclosed in the Issuer's Current Report on Form 8-K dated August 3, 2006 and Mr. Brooks' Form 4 dated August 4, 2006, occurred as part of a settlement of matters captioned (i) In re DHB Industries, Inc. Securities Class Action Litigation, United States District Court for the Eastern District of New York, no. CV 05-4296 (JS) (ETB) and (ii) In re DHB Industries, Inc. Derivative Litigation, United States District Court for the Eastern District of New York, CV 05-4345 (JS) (ETB) (the "Settlement"). In connection with the Settlement, the Issuer and Mr. Brooks, among others, entered into a Memorandum of Understanding, dated July 12, 2006 ("MOU"). Pursuant to the MOU, Mr. Brooks agreed to accelerate the remaining unvested warrants that were granted to Mr. Brooks pursuant to the Agreements and exercise these warrants at an increased exercise price of $2.50 (as opposed to the original $1.00 exercise price) to fund, in part, the Settlement, and in consideration of Mr. Brooks resignation from his positions at the Issuer. The accelerated warrants were originally scheduled to vest on July 1, 2007, 2008, 2009, and 2010. Consequently, on July 31, 2006, Mr. Brooks resigned as Chairman, Chief Executive Officer and a director of the Issuer, and exercised the remaining 3,000,000 warrants for 3,000,000 shares of the Issuers Common Stock at an exercise price of $2.50 per share. The third transaction, as previously disclosed in the Issuer's Current Report on Form 8-K dated August 3, 2006 and Mr. Brooks' Form 4 dated August 4, 2006, is the issuance by the Issuer, and the acquisition by Mr. Brooks, of 3,007,099 shares of the Issuer's Common Stock at a price of $4.93 per share, on July 31, 2006. This issuance and acquisition was also in connection with the Settlement and pursuant to the MOU. Neither Mr. Brooks nor Mrs. Brooks has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be 5 quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) After giving effect to the transactions described in Item 4, Mr. Brooks is the beneficial owner of an aggregate of 11,712,978 shares of Common Stock, constituting approximately 22.3% the outstanding shares of Common Stock (the percentage of shares owned being based upon the 52,626,509 shares outstanding on July 31, 2006), and Mrs. Brooks is the beneficial owner of 3,057,292 shares of Common Stock, constituting approximately 5.8% of the outstanding shares of Common Stock (the percentage of shares owned being based upon the 52,626,509 shares outstanding on July 31, 2006). Mr. and Mrs. Brooks may be deemed a group for the purposes of this Schedule 13D. Accordingly, each shall be deemed to have acquired beneficial ownership of all shares of Common Stock beneficially owned by the other person. (b) Each of Mr. Brooks and Mrs. Brooks has the sole power to vote and dispose of all of the shares of Common Stock beneficially owned by him or her. (c) See Item 4 above. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Joint Filing Agreement, dated as of November 14, 2003, by and between David H. Brooks and Terry Brooks 6 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 11, 2006 DAVID H. BROOKS. /s/ David H. Brooks ____________________ TERRY BROOKS /s/ Terry Brooks ____________________ EXHIBIT 1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of common stock, $,001 par value per share, of DHB Industries, Inc., a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument. Dated: November 14, 2003 DAVID H. BROOKS. /s/ David H. Brooks ____________________ TERRY BROOKS /s/ Terry Brooks ____________________ -----END PRIVACY-ENHANCED MESSAGE-----