UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

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¨ Preliminary Proxy Statement

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¨ Definitive Proxy Statement

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POINT BLANK SOLUTIONS, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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The following presentation was delivered to Institutional Shareholder Services and Glass Lewis & Co. on August 4, 2008, in connection with Point Blank Solutions, Inc.’s 2008 Annual Meeting of Stockholders.

Point Blank Solutions, Inc. has filed a proxy statement and other documents regarding the 2008 Annual Meeting with the U.S. Securities and Exchange Commission and has filed and mailed additional proxy materials and a proxy card to each stockholder entitled to vote at the 2008 Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents relating to the 2008 Annual Meeting (when they are available) can be obtained free of charge from the SEC’s website at http://www.sec.gov. These documents (when they are available) can also be obtained free of charge from the Company at the Company’s website at www.pointblanksolutionsinc.com under the “Investor Relations” tab, upon written request to Corporate Secretary, Point Blank Solutions, Inc, 2102 S.W. 2nd St., Pompano Beach, Florida 33069, or by calling the Investor Relations department at (212) 786-6013.

The Company and its directors and executive officers are deemed to be participants in the solicitation of proxies in connection with the 2008 Annual Meeting. Information regarding the interests of the directors and executive officers of the Company in the solicitation may be found in the definitive proxy statement filed by the Company with the SEC on March 24, 2008, available free of charge from the SEC and the Company, as indicated above. Information about the directors and executive officers of the Company may be found in its Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 17, 2008.

Point Blank Solutions, Inc.

Annual Meeting -

August 19, 2008

(Pending request for postponement to November 19, 2008)

Presentation for RiskMetrics Group

August 4, 2008

Contents

1.

Introduction

2.

Company Overview

3.

A Look at the Past: Corporate/Legacy Issues

4.

Building a Team for the Future

5.

Strategy, Execution and Results

6.

Why We Disagree with Steel Partners’

Proxy Contest

7.

Corporate Governance

8.

Our Interests Are Aligned with Our Shareholders

9.

Qualifications of Our Directors

2

Company Overview

›

Point

Blank

Solutions

is

a

leading

manufacturer

and

provider

of

bullet,

fragmentation

and

stab

resistant

apparel

and

related

ballistic

accessories.

Our

products

are

used

domestically

and

internationally

by

military,

law

enforcement,

security

and

corrections

personnel,

as

well

as,

government

agencies.

›

The

Company,

through

its

wholly-owned

subsidiary,

Life

Wear

Technologies,

also

manufactures

and

distributes

sports

medicine,

health

support

and

other

products,

including

a

variety

of

knee,

ankle,

elbow, wrist, back supports and braces. These products are sold to retail, pharmaceutical and other

national distribution outlets.

›

Earlier

this

year,

the

Company

entered

into

a

strategic

joint

venture

with

FMS

Enterprises.

The

two

companies

formed

LifeStone

Materials,

which

will

produce

woven

fabrics

for

both

entities.

This

venture

will

provide

PBSI

with

woven

fabrics

for

its

military

and

domestic

body

armor

at

a

lower

cost

and

greatly

enhance

the

Company’s

R&D

capabilities.

With

this

venture,

the

Company

is

the

only

soft

body

armor

manufacturer

in

the

market

today

with

a

weaving

capability,

a

significant

competitive

advantage.

›

Relationships

are

key

drivers

to

our

future

success.

Over

the

years,

the

Company

and

our

key

executives

have

built

strong

alliances

with

leading

fiber

suppliers,

weavers,

distributors

and

our

global

customer base.

›

Point

Blank

Solutions

is

one

of

the

largest

suppliers

of

soft

body

armor

to

the

U.S.

Armed

Forces

and

government

today,

and

has

been

for

years.

Its

protective

solutions

have

been

credited

with

saving

thousands

of

American

lives

–

both

abroad,

in

places

such

as

Afghanistan

and

Iraq,

and

at

home.

3

Corporate/Legacy Issues

David Brooks (former Chairman and CEO) and his ex-wife/affiliates control 29.5% of the Company’s common stock.

›

Class action and derivative lawsuits.

›

Numerous investigations by government agencies (for example: the

Securities and Exchange

Commission, the Department of Justice, and the Internal Revenue Service).

›

Errors in prior financial reports that led to the withdrawal of financial results for 2003, 2004 and the first

nine months of 2005.

›

Receipt of Wells Notice from the SEC.

›

Material weaknesses in internal controls that prevented the Company from future filings (post 3Q ‘05)

and led to the Company’s non-compliance with the SEC.

›

Inadequate infrastructure with weak or non-existent systems.

›

Tax returns for 2003 and 2004 were filed incorrectly and had to be amended and no tax returns were

filed for 2005 and 2006.

›

Delisting of the Company’s securities on AMEX.

›

Inability to draw under credit facility with LaSalle due to non-compliance.

›

Indictments of former officers (former Chairman and Chief Executive Officer, Chief Financial Officer, and

Chief Operating Officer).

›

Corporate and legacy issues were well publicized, which adversely impacted business.

›

Since

mid-2006,

this

company

has

undergone a

mass

transformation;

correcting and overcoming the

‘alleged’

misdeeds

of

prior

leadership.

The

many

issues

this

management team and Board of Directors

have

faced

include:

4

Team Building: Restoring Credibility in the Senior Ranks

›

In 2006, a special committee was formed by the Board, consisting

of Senator Campbell and Larry Ellis, the only two

board members not named in the Class Action lawsuit.  In July 2006, this committee recommended the removal of Mr.

Brooks as Chairman and CEO.

›

Mr. Brooks’

removal began the Company’s turnaround and was the first step in regaining trust and building confidence

in

senior

leadership.

The

Company

brought

in

new

management

and

an

independent,

highly

experienced

Board

of

Directors, the latter of which was done with the assistance of a

national executive recruitment firm. 

›

The Company brought on experienced financial advisors (Alix Partners, Jefferson Wells, and other forensic experts) to

help improve the financial systems and controls and address financial reporting requirements. 

›

The Company also engaged investment bankers to advise the Board.

Wachovia Securities was one of the two banks

engaged and they continue their work, helping the Board and management to identify the most effective means to

increase shareholder value.

›

New

Senior

Leadership:

›

Larry Ellis assumed the role as CEO.

›

John Siemer, formerly Special Assistant and Strategic Planner to

the U.S. Army Chief of Staff, was appointed COO.

›

Jim Anderson, formerly a partner with KPMG LLP with extensive turnaround/workout experience, was appointed

Controller and, later, CFO.

›

Sam White, formerly President of Point Blank Body Armor, was appointed Head of Global Sales.

›

Patrick Stallings, a retired Colonel with the U.S. Army, was named Head of Global Business Development.

›

Lisa Taylor, also with civil service and private sector experience, was appointed head of Human Resources.

This

new

team

met

regularly

with

customers,

partners,

suppliers,

lenders

–

all key constituents to ensure the Company’s future.

5

Team Building: Restoring Credibility in the Senior Ranks (Cont’d)

U.S. Government

William Campbell

Larry Ellis

U.S. Army

Martin Berndt

U.S. Marine Corps

Maury Hannigan

Law Enforcement

David Bell

Marketing / Homeland Security

Jack Henry

Financial Accounting

Suzanne Hopgood

Corporate Governance

The existing Point Blank board is independent, with the exception of Larry Ellis and all parties

have experience in the areas needed and that are relevant to our

business and our future.

›

The primary goal in reconstituting the Board was to find experienced and independent professionals with

unique skill sets relevant to the Company’s business operations as well as those with credentials in

serving public companies.

6

Strategy, Execution and Results

In

September

2006,

management,

at

the

direction

of

General

Ellis,

undertook

the

development

of

a

strategic

plan

with

the

goal

of

best

positioning

the

Company

for

future growth and

profitability.

The

strategic

plan

established

a

vision

for

Point

Blank

Solutions

to

be

a

global

leader

in

safety

apparel

and protective

solutions

–

more

than

just

body

armor.

Diversifying

products,

channels

and

markets

is

essential to the future.

The

Board

adopted

this

plan

and

directed

management

to

accomplish

this

vision

through

disciplined

and

aggressive execution of a value enhancement strategy based on the following five strategic pillars:

›

Grow organically, by capturing new military programs and increasing the Company’s civil market share;

›

Expand internationally by pursuing protective solutions contracts with friendly nations around the world;

›

Improve cost

position

through

operational

excellence

initiatives

and

better

management

of

its supply

chain;

›

Pursue strategic ventures to expand the Company’s service offering and diversify into related growth

markets; and

›

Maximize stockholder value by continuing to build confidence in leadership and demonstrating financial

responsibility.

This plan was detailed in the Company’s Form 10-K and proxy materials, along with how the Board’s skill sets were critical to successful

execution of the plan.

7

Strategy, Execution and Results (Cont’d)

Organic

Growth

During 2007, the Company completed an analysis of significant international opportunities.  The

Company developed a framework for global business development and established an office

primarily dedicated to expanding relationships with international military constituents.

In the years ahead, the Company anticipates international sales will comprise a higher

percentage of its overalls sales mix and will be a key contributor to our financial performance.

International

Expansion

Total

operating

costs

decreased

by

18.1 %

during

2007

as

compared

to

2006.

This

decline

was attributable to a decrease in litigation and investigation costs, a decrease in employment tax

withholding charges and a reduction in selling, general and administrative charges.

Gross margin for 2007 was 19.2% compared to 22.8% during 2006.  Throughout 2007, certain

contracts were targeted for an aggressive pricing strategy, as the Company recognized the

changes in the competitive environment within the industry. The 2007 annual results include a

$3.5 million adjustment to the Zylon vest replacement program obligation as a result of a change

in estimate. 

Cost

Improvement

8

Throughout 2007, the Company, in concert with the Board of Directors, refined its plan and

outlined strategic objectives that position the Company for future growth and profitability.  As a

result, in 2007 the Company grew sales by 26.3% to $320.8 million.  This increase was due

to U.S. Military/federal government sales growth of 27.7% and 28.3 % in the domestic market. 

Strategy, Execution and Results (Cont’d)

In 2007, the Company began to implement an integrated information technology solution and to

replace outdated manufacturing and financial systems. The Company expects to benefit from

completing the IT integration to enhance productivity, improve timeliness, provide more

rigorous internal controls and improve yield in the manufacturing process.

In 2007, the Company explored various strategic initiatives to better integrate the value chain

and diversify products/markets; the goal of reducing costs, growing sales and increasing profits.

Among the highlights are an exclusive partnership with G2 Consulting, a collaborative venture

with DSM and various alliances with the Company’s key suppliers and distributors.

In March 2008, the Company announced a

joint venture with FMS Enterprises,

an

important milestone marking our entrance into the weaving industry.  We expect this operation

to add to our top line, decrease our material costs, increase our margins and add a profit center

to the Company.  Furthermore, it provides Point Blank with a unique value proposition in that it

is the only body armor company with weaving capabilities, which will provide direct access to

fiber suppliers and improve its ability to compete on tenders.

Strategic

Ventures

The Company was profitable for the first time in five years.

Net income for the year

ended December 31, 2007 was $6.2 million, compared to a net loss

of ($5.3 million) during the

prior year.  Earning per share, basic and diluted, was $0.12 for

the year ended December 31,

2007, as compared to a loss per share, basic and diluted of ($0.12) during 2006.

The Company’s SEC filings are current for the first time in three years.

The Company

also made significant progress towards achieving compliance with

regulatory agencies and

improvements were achieved in internal control over financial reporting.

The Company’s goal is to eliminate all material weakness by the end of 2008.

Maximizing

Shareholder Value

Cost

Improvement

9

Strategy, Execution and Results (Cont’d)

Other

“Non-Executive”

Corporate

Milestones

Class Action and Derivative lawsuit settlement approved by the Federal District Court for the Eastern District of New

York.

Restated financial results for the periods in question and now compliant in our financial reporting.

On track to address all of the material weaknesses in our internal controls by the end of 2008, consistent with our

stated remarks in our 2007 Form 10-K.

Greatly enhanced our systems and processes.

Restructured our credit facility with LaSalle; sufficient access

to capital to fund operations and execute on strategy.

Summary

After becoming compliant in our financial reporting, our goal is to hold our Annual Meeting of Stockholders, the last

step in regaining full compliance.  It is also our intention to seek to relist our securities on a national stock exchange,

plans of which are already underway.  In pursuing our strategy to generate value for our stockholders, we are also

looking to diversify our product offering and customer base through joint ventures and/or acquisitions. 

Our plans have been derailed due to the actions of Steel Partners.

10

Steel Partners’

Proxy Contest –

The True Historical Overview

›Steel Partners indicated its intent to acquire our company in August 2007 (privately) and in October 2007, did so in a public forum.  In their public

announcement, they expressed a “willingness to enter into negotiations to acquire all of the common stock of PBSI it did not already own for no

less

than

$5.50

per

share

in

cash”

subject

to

adjustment

after

completion

of

due

diligence

and

evaluation

of

other

factors.

›This Board initially concluded that it did not believe shareholders interests would be best represented by pursuing a transaction at that time as

there were ventures underway, significant contracts with the U.S. Military were upcoming and because the Company was in the initial stages of

building an international operation which over time, will generate enhanced value for our stakeholders.

›Additionally and as stated in the Company’s public announcements, the Board believed that resolution of legacy issues, improved corporate

governance and successful execution of the strategic plan would best serve the Company’s shareholders and enhance value.  As such, the Board

stated at the time of Steel’s public announcement that it did not believe that the time was right to explore a sale process. 

›At the time of Steel’s offer to negotiate, the Company was in discussions with its weaving joint venture partner and had not yet filed its

2007 Form 10-K.

›We

responded

to

Steel

and

offered

to

enter

into

discussions

with

them

to

explain

our

rationale

and

share

with

them

our

plans.

In

doing

so, we

offered to enter into a Non-Disclosure Agreement (NDA), including a two-year standstill which the Board viewed as customary and necessary to

allow for discussions with Steel in a stable environment.  Such discussions, the Board felt, would enable the Company to engage Steel’s experience

and expertise for the benefit of all stockholders.

›Steel Partners would not sign a Standstill agreement and this was paramount if the Company and Steel were to have true discussions at that time. 

Standstill

agreements

are

a

normal

mechanism

to

ensure

a

level

playing

field.

The

Company

offered

to

negotiate

a

reduced

time

period,

but

Steel

refused.  The Board left the door open for further discussions.

›It is worth noting that Steel has approximately a 40% economic interest in one of our primary weavers,  JP Stevens (acquired Hexcel).

›It is also interesting that in Steel’s more recent press announcements, they make it very clear that there is no actual offer price on the

table.  Their $5.50 “price”

is and always has been a phantom.

11

Steel Partners’

Proxy Contest –

The True Historical Overview

›

Given our progress in remedying issues from the “Brooks era”

and particularly the completion of our financial

statements, in January 2008, the Company announced it would hold

its Annual Meeting on April 22, 2008.

›

Shortly thereafter, Steel announced that it intended to nominate

five individuals for election to the Board at the 2008

Annual Meeting.  In its public filings, Steel stated that if its

nominees win election to the Board, it would seek to buy

the Company itself or sell the Company to another party.

›

During the week of March 31, 2008, Company representatives had a

series of meetings with Point Blank stockholders,

including Steel. In its discussions with Steel, the Company sought to explore a possible resolution of the proxy contest. 

Steel, however, stated a list of demands that the Board did not believe it could approve as being in the best interest of

all stockholders.

›

Several of our stockholders expressed a “strong desire”

that the Company immediately undertake a process to explore strategic

alternatives.  Several of these stockholders also expressed concern about having such a process run by Steel in light of their interest as a

buyer, rather than by the existing independent Board and management.

›

This Board listened to its shareholders and asked Wachovia, its financial advisor, to pursue all strategic alternatives to

enhance value for its shareholders.  The Board concluded that the best course of action would be to begin this process

immediately and defer the election of Directors to August 19, 2008 in order to pursue this process.

›

Thereafter, Steel filed its lawsuit seeking to compel the meeting.  After an initial conference with the Court, Steel

agreed not to challenge the planned August 19, 2008 date, and the Stipulation was entered into and signed as an

Order by the Court. Point Blank recently filed a motion in the Court of Chancery for the State of Delaware to postpone

the Annual Meeting until November 19, 2008, to provide more time

for the strategic alternatives process.  The Board

and management, on advise of its financial advisors believes that a higher valuation can be obtained if the Company

waits until after the IOTV Base Buy is awarded (believed to be prior to September 30, 2008).

12

Steel Partners’

Proxy Contest –

A Conflict of Interest

›

The five men nominated by Steel to Point Blank’s Board are no strangers to Steel.

›

James Henderson

is a Managing Director and Operating Partner of Steel Partners LLC.  He is also Chairman of

the Board of Del Global Technologies, a Steel portfolio company.

Del Global is currently under investigation by the

US Attorney’s office in connection with Department of Defense contracting.

›

Terry Gibson

is Managing Director of SP Corporate Services LLC, a management

services company operated by

Steel.  He also serves as CEO and a director of CoSine

Communications, of which Steel owns approximately 26.1%

(as of 12/31/07).

›

Merrill McPeak

currently sits on a number of both public and private boards.  Of the public entities today, all

have seen precipitous declines in share price, resulting in lost

shareholder value.  And his association with Del

Global, given the DoD

investigation is troubling.

›

Bernard Bailey

serves as CEO in Residence for USBX Advisory Services, LLC, which was acquired by Imperial

Capital Group, LLC in 2007.  Imperial Capital’s subsidiary, Imperial Capital LLC, regularly serves as Steel’s

investment advisor. Bailey is a director of Telos

Corporation, where he is the head of the Audit Committee.  His

resignation has been publicly demanded by his fellow directors amidst allegations of serious violations of the

Securities Exchange Act rules.

›

Robert Chefitz

is a partner of John Mack III, founder and CEO of USBX Advisory

Services, LLC, an Imperial

Capital Group Company, who also serves as one of Steel’s investment bankers.

›

There is a significant conflict of interest in having these nominees serve as directors of

Point Blank, if in fact Steel Partners is a potential buyer, which they claim to be in their

proxy statement and other filings.

13

Steel Partners’

Proxy Contest –

Can Steel be Trusted?

What Steel Said

-The Steel Nominees, if elected would engage in the

“aggressive pursuit of a relisting”

-Warren Lichtenstein pledged an “awareness of and

openness to all strategic options.”

-Steel promised to eliminate Del Global’s “poison pill”

stockholder rights plan.

-Steel pledged “an end to any hint of abusive practices.”

What Actually Happened

-Five years later, Del Global stock continues to trade

over the counter.

-Del Global signed an LOI to sell its Medical Systems

Group, but opted to back out of the transaction; the

purchasers sued for the $1 million “break fee”, eventually

settling for $500,000.

-Subsequently, Del Global terminated its “strategic

alternatives plan”

after accomplishing only the sale of a

small subsidiary.

-Del Global’s “poison pill”

removed in 2003, but

reinstated in 2007!

-Del Global is currently under investigation by the

Department of Defense.

›

A closer look at Del Global’s

proxy contest in which Steel Partners was the activist party reveals that

Steel’s words don’t always equal their actions.  Warrant Lichtenstein, in 2003, promised sweeping

changes which never materialized and which are similar to the claims he makes regarding PBSI:

14

Steel

Partners’

Proxy

Contest

–

Their

Claims

about

PBSI

›

They state the Company should not remain public. Steel claims we

would be better served by becoming part of a

larger conglomerate. In conversations with Steel, they have expressed a belief that the Company should enter into

a sale process.  They claim to be a bidder but have chosen not to participate in the process.  Their public

statements are unclear.  We believe Steel has not expressed a clear vision of the direction of the

Company.

›

They claim our aggressive pricing and marketing strategy that resulted in reduced margins will negatively impact

shareholder value.  This statement is only true near-term.  The company has a weaving joint venture in place that

should offset the margin declines and has improved relationships

and pricing with suppliers.  When additional

volume comes through the factories, which is expected following the IOTV Base buy, we will be able to leverage

the JV and other initiatives to enhance our margins and profits,

resulting in increased value for our shareholders

long-term.  Furthermore, the aggressive pricing strategy which Steel walludes

to was necessary given increased

competition.  This is not specific to Point Blank, but the industry at large given changing industry dynamics.  If

Steel truly understood our business, they would understand the strategy.

›

They believe Point Blank’s financial performance will continue to deteriorate.  Our financial performance in 2007

resulted in 26.3% top-line growth and our first profit in five years.  This, despite the continued legacy issues we

were overcoming.  Our first half of 2008 is challenging and our financial performance will be down compared to the

prior year.  This however, is not due to management or our industry position.  Rather, the larger contracts from

the U.S. Military were delayed on several occasions.  These delays were unprecedented and unforeseen.  Again,

this is an industry-wide phenomenon and not specific to Point Blank.  We were recently awarded the IOTV Bridge

buy for $86.3 million and a $13.5 million contract for the Iraqi

Defense Forces, our first big international win.  We

expect our top-line to show significant improvement in the second half of the year.  Once the IOTV Base buy is

awarded, we anticipate much stronger top and bottom line results, beginning in the fourth quarter of 2008 and

throughout future year periods.  If they believe our financial performance will continue to deteriorate,

why are they increasing their investment in our Company and seeking to acquire it? 

›

Steel does not believe Point Blank should try to contend with the “highly competitive market”

as a standalone

public entity.  We are not in disagreement and are pursuing strategic alternatives.  Each of our directors, other

than General Ellis, qualifies as an “independent”

Board member.  Only 3 of their 5 nominees are independent,

but in actuality, those 3 still have ties to Steel.

15

Steel Partners’

Proxy Contest –

Their Claims about PBSI (Cont’d)

We do not manage our business for the quarter.  We manage our business for the future,

and

to enhance and maintain true value for our shareholders.

›

They claim the Board’s interests are not aligned with shareholders because the Board owns only options and not

stock.  In fact, Board members own restricted stock.  Management

and Directors were also precluded from

purchasing stock in the open market due to our public company blackout period.  Steel was fully aware of this. 

After the Company’s Form 10-K for 2007 was filed, officers and directors did in fact make stock purchases during a

very small window of opportunity to do so.  Since the strategic alternatives process began in April, we again are in

a blackout period.  They are aware of the blackout period rules, yet use this claim to their advantage.

›

They believe the Steel offer “would have”

provided full and fair value and immediate liquidity to all Point Blank

stockholders.  They never made an offer and they never moved forward in discussions.  They have had every

opportunity to engage our Board prior to the beginning of the strategic alternatives process but chose not to. 

Since the process began in April 2008, we have had 33 parties sign NDA’s and enter into Standstill Agreements. 

Steel has chosen not to participate.  One must truly question their motives.

›

They believe their nominees represent the best opportunity for stockholders to maximize value.  We believe there

is a significant conflict of interest in that their nominees work for or have associations with Steel, a potential bidder

for our Company.  Many of our shareholders agree with our Board

which is why we undertook the strategic

alternatives process at the time we did.

›

In all of Steel’s public disclosures, they talk about entrenchment.  This Board is independent and carrying out its

fiduciary responsibilities.  The primary reason for the requested Annual Meeting postponements has nothing to do

with entrenchment, but rather, efforts of this Board to protect ALL shareholders interests.  David Brooks and his

ex-wife”

own close to 30% of the Company’s common stock and he has made his feelings well known (anti-PBSI),

especially in light of the lawsuits that are pending in Court and which are worth millions of dollars.  Steel and

Brooks together control close to 40% of our securities and they do not have interests that are aligned

with the overall shareholder base.

16

Corporate Governance

In response to Steel’s attacks on the Company’s corporate governance:

Significant management changes have been made over the last two years resulting in the departure or replacement of all

but one Board member since June 2006.

The Board conducted extensive board and peer evaluations.  The Board also identified the skill sets needed to implement

the strategic plan. The skill sets of the current Board were matched with those needed by the Company as part of the

evaluation and disclosed in the proxy.

The Company’s current Board places the utmost importance on implementing sound governance policies.

The Company believes these defensive measures helped ensure a period of stability needed to execute

our strategy and achieve a valuation commensurate with performance/potential.

›

Each of the Company’s directors, other than General Ellis, qualifies as an “independent”

Board member.

›

Our Nominating, Compensation, Audit and Corporate Governance committees are comprised solely of independent

outside directors.

›

Our Board of Directors is elected for one-year terms.

›

Our Chairman and CEO are separate and our Chairman is an independent outsider.

›

All Directors attended at least 75% of the Board meetings in the

past year or had a valid excuse for absences.

›

Although the Company has a rights plan in place, it contains a three-year independent director evaluation

provision.

›

Any other takeover protections the Company has implemented were done to maintain stability in order to enable

the Company to pursue maximized value for all shareholders.

›

All Directors own restricted stock. The Board has adopted a stock accumulation policy requiring Directors to own

stock to align their economic interests with those of Company stockholders. Blackout policies have restricted

purchases.

›

All Directors attended 96% or more of Board meetings in 2008.

17

Our Interests Are Aligned with Shareholders

Point Blank Solutions has undergone a great deal over the past two years.  We have faced challenges very few

companies in corporate America are faced with and we have persevered. 

Our executives and Board members could have easily thrown in the

towel and walked, but they did not because

they believe in the Company, in its products and people and most

importantly, for the value that the Company

provides to its customers –

namely, men and women who protect our Nation.

We are pursuing strategic alternatives now as our shareholders have requested, including Steel.  Our

Board is independent and will oversee a fair process. 

Can Steel’s nominees do the same?

18

Qualifications of Our Directors

›

General Larry Ellis (Ret.),

age 62, joined the Board of Directors in December, 2004.  He became President of the Company in 2005 and assumed the role of

Chief

Executive

Officer

in

July,

2006.

In

addition,

he

serves

on

the

board

of

directors

of

SRA

International,

a

publicly

traded

information

technology company. 

General

Ellis

served

in

the

U.S.

Army

for

over

35

years,

holding

positions

of

increasing

responsibility

before

retiring

in

2004

as

Commanding

General

of

United

States Army Forces Command in Atlanta, Georgia.  During his career, he oversaw multi-year, multi-billion-dollar programs and directed the development of

comprehensive strategic plans supporting the Army’s mission.  He also coordinated extensive operations and training programs in Germany, South Korea, and

Bosnia.  Between 2001 and 2004, General Ellis orchestrated the mobilization and deployment of over 500,000 soldiers and more than a million tons of

equipment to locations worldwide.

›

Senator

William

P.

Campbell

(Ret.),

age

73,

joined

the

Board

of

Directors

in

May,

2006,

and

was

named

Chairman

of

the

Board

of

Directors

in

July,

2006. 

Senator Campbell served in the California legislature for 22 years, including 14 years as a state senator.  During his legislative career, Senator Campbell held a

number of distinguished positions, including Chairman of the Joint Legislative Budget Committee, Minority Floor Leader, and Founding Chairman of the Joint

Committee on Fire, Police Emergency and Disaster Services.  In 1990, he retired from the Senate and became President of the California Manufacturers

Association

(now

the

California

Manufacturers

&

Technology

Association),

and

in

1998 became President Emeritus.

In April, 2000, he founded William

Campbell & Associates, a consulting firm, where he serves as President.  Senator Campbell is a member of the Compensation Committee.

›

David

Bell,

age

65,

joined

the

Board

of

Directors

on

November

22,

2006.

Mr.

Bell

is

the

retired

Chairman

and

Chief

Executive Officer of the Interpublic Group,

a public company that is a leading organization of advertising agencies and marketing service companies, a position he has held since January, 2005.  Mr. Bell

was Chief Executive Officer of Interpublic from 2003 to 2005, having joined Interpublic as Vice chairman in 2001.  Previously, Mr. Bell was Chairman and Chief

Executive

Officer

of

True

North

Communications

Inc.,

a

marketing

communications

and

services

group

that

was

acquired

by

Interpublic.

Prior

to

joining

True

North,

he

was

the

President

and

CEO

of

Bozell

Worldwide.

Mr.

Bell

joined

Bozell

in

1975

when

the

marketing

agency

acquired

Knox

Reeves

Advertising

where

he

had

been

President

since

1972.

He

is

currently

an

operating

advisor

to

Pegasus

Capital

Advisors,

a

private

equity

group,

and

a

senior

advisor

to

Google,

Inc.  Mr. Bell was given a Presidential nomination to be one of the thirteen original members of the President’s Homeland Security Advisory Council following

the events of September 11, 2001.  He currently serves as a director and the chair of the Compensation Committee of two other public companies, Warnaco

Group, Inc., and Lighting Science Group corporation; and as a director and the chairman of the Nominating and Corporate Governance Committee of Primedia,

Inc. Mr. Bell is Chair of the Compensation Committee and a member of the Nominating and Governance Committee.

›

General Martin R. Berndt (Ret.),

age 60, joined the Board of Directors on March 1, 2007.  General Berndt retired in 2005 after a 36 year career in the U.S.

Marine

Corps

where

he

commanded

U.S.

Marine

Corps

Forces

Atlantic,

South

and

Europe;

U.S.

Marine

Corps

Bases,

Atlantic;

and

U.S.

Fleet

Marine

forces

Atlantic

and

Europe.

General

Berndt

was

commissioned

a

Second

Lieutenant

in

the

U.S.

Marine

Corps

upon

graduation

from

West

Chester

University

in

1969.

During

his

career he served in Vietnam, Panama, Germany and Bosnia.  He serves as a Senior Mentor of the U.S. Marine Corps Staff Training Program and in a similar

capacity

for

the

Joint

Forces

Command.

He

also

serves

as

a

member

of

the

“CorpStrategy”

team

under the sponsorship of the Institute for Defense and Business

at the University of North Carolina, Chapel Hill and is a member

of the Onslow County Military Affairs Committee.  Recently, General Berndt was a member of a

congressionally chartered, bipartisan commission to examine the Iraqi security forces.  He serves as a board member for the Governor’s North Carolina Military

Foundation and a privately owned company in Northern Virginia. General Berndt is a member of the Nominating and Governance Committee.

19

Qualifications of Our Directors

›

Jack

A.

Henry,

age

64,

joined

the

Board

of

Directors

on

November

13,

2006.

Mr.

Henry

found

Sierra

Blanca

Ventures

LLC,

a

private

advisory

firm,

in

2000.

Prior

to

that,

he

served

as

managing

partner

of

the

Phoenix

office

of

the

accounting

and

consulting

firm

Arthur

Andersen,

LLP,

where

he

spent

over

34

years

in

various consulting and managerial positions.  Mr. Henry currently serves on the board of directors and as chair of the audit committee of White Electronic

Designs Corporation, a publicly-traded provider of advanced technology solutions.  Mr. Henry also served on the board of directors and as chair of the audit

committee of VistaCare, Inc., a provider of hospice services in the United States, until VistaCare’s recent acquisition by Odyssey Healthcare, Inc.  He also

serves on the boards of three privately-held companies.  Mr. Henry is president of the Arizona Chapter of the National Association of Corporate Directors

(“NACD”),

serves

on

the

NACD

faculty

,

and

is

an

NACD

Certified

Director.

Mr.

Henry

is

Chair

of

the

Audit

Committee

and

the

Audit

Committee

financial

expert.

›

Maurice

(Maury)

Hannigan,

age

67,

joined

the

Board

of

Directors

on

November

22,

2006.

Mr.

Hannigan

served

31

years

with

the

California

Highway

Patrol

(“CHP”) rising through the ranks to be appointed the Department’s Commissioner from 1989 to 1995.  His term as Commissioner included service as General

Chair of the State and Provincial Police Division of the International Association of Chiefs of Police, Chair of the U.S. DOT/NAFTA Southwest Border States Law

Enforcement Implementation Committee, and President of the California peace Officers Association, and in several other capacities as a public safety advocate. 

Following

his

retirement

from

CHP,

Mr.

Hannigan

was

a

consultant

to

the

National

Safety

Council,

public

commissions,

and

other

entities

in

both

the

private

and public sectors.  From 2001 to 2006, he served as Vice President / Managing Director of the Washington, D.C. based public safety solutions group of

Affiliated Computer Services, a publicly traded business process

outsourcing and information technology provider headquartered in Dallas, Texas.   He

presently serves on the board of directors of the FBI’s national Executive Institute Associates, a public service foundation providing continuing education and

training to the chief

executives

of

law

enforcement

organizations.

Mr.

Hannigan

is

a

member

of

the

Audit

and

Compensation

Committees.

›

Suzanne

M.

Hopgood,

age

59,

joined

the

Board

of

Directors

on

March

1,

2007.

She

is

the

President

and

CEO

of

The

Hopgood

Group,

LLC,

a

workout

consulting firm she founded in 1985.  She also serves as the director of In-Boardroom Advisory Services for the National Association of Coprorate Directors

overseeing ISS certified education and advisory services for approximately 100 companies per year.  She has served on the board of nine companies, five of

which

are

public,

and

as

Chairman

of

the

Board

of

two.

She

has

also

served

as

CEO

of

both

public

and

private

companies,

and

she

has

served

as

an

audit

committee financial expert.  Ms. Hopgood has assisted a variety of companies in facing difficult business, financial and legal challenges and crises, as CEO, as

chairman of the board, as chair of executive, nominating, governance, on five public company audit committees, and on the board of an Italian Company.  She

has twice served as a member of board slates elected in proxy contests initiated by institutional investors.  She currently serves as chair of the Nominating &

Governance Committee and as an audit committee financial expert at Acadia Realty Trust.  She also serves on the board and audit committee of the privately

held Newport Harbor Corporation.  Ms. Hopgood is an NACD Certified Director. She co-authored the award-winning book Board Leadership for the Company in

Crisis.

Prior

to

founding

the

Hopgood

Group,

LLC,

Ms.

Hopgood

was

responsible

for

a

$1

billion

equity

real

estate

portfolio

for

Aetna

Realty

Investors.

She

h

as a B.S. Degree in Business administration.

20

Important Additional Information

›

In connection with the Company’s 2008 Annual Meeting of Stockholders, the Company has filed a definitive proxy

statement and other materials with the U.S. Securities and Exchange Commission.  On March 24, 2008, the

Company began the process of mailing the proxy statement and WHITE proxy card to Company stockholders.  The

proxy

statement

contains

important

information

about

the

Company

and

the

2008

Annual

Meeting. 

STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY.   Certain of the Company’s officers and

directors may be deemed to be participants in the solicitation of proxies with respect to the matters to be

considered at the 2008 Annual Meeting.  Information regarding such individuals and their ownership of the

Company’s securities is included in the Company’s proxy statement relating to the 2008 Annual Meeting. 

Investors may obtain a free copy of the proxy statement and other relevant documents, as well as other materials

filed

with

the

Securities

and

Exchange

Commission

concerning

the

Company,

at

the

U.S.

Securities

and

Exchange

Commission’s website at http://www.sec.gov.  Copies of these materials and other documents also may be

obtained at no charge from: Point Blank Solutions, Inc., 2102 S.W. 2nd Street, Pompano Beach, FL, 33069,

Attention: Investor Relations.

›

SAFE HARBOR STATEMENT: UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THE

STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS PRESS RELEASE ARE FORWARD-

LOOKING STATEMENTS, WHICH ARE BASED LARGELY ON THE COMPANY'S EXPECTATIONS AND ARE SUBJECT TO

VARIOUS BUSINESS RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL.

WORDS SUCH AS "EXPECTS," "ANTICIPATES," "TARGETS," "GOALS," "PROJECTS," "INTENDS," "PLANS,"

"BELIEVES," "SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS, AND SIMILAR EXPRESSIONS ARE INTENDED

TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE ONLY

PREDICTIONS THAT SPEAK AS OF THE DATE HEREOF AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND

ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY AND

ADVERSELY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE

OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, (1) CHANGES IN THE COMPANY'S

INTERNAL CONTROL STRUCTURE OVER FINANCIAL REPORTING, (2) DE-LISTING FROM THE AMERICAN STOCK

EXCHANGE, (3) UNCERTAINTY OF FUTURE FINANCIAL RESULTS, (4) ADDITIONAL FINANCING REQUIREMENTS,

(5) DEVELOPMENT OF NEW PRODUCTS, (6) GOVERNMENT APPROVAL PROCESSES, INCLUDING APPROVAL OF THE

SETTLEMENT BY THE COURT, (7) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (8) TECHNOLOGICAL

CHANGES, (9) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS, (10) THE OUTCOME AND IMPACT OF

LITIGATION TO WHICH THE COMPANY IS A PARTY AND THE SECURITIES AND EXCHANGE COMMISSION AND

OTHER

INVESTIGATIONS

REGARDING

THE

COMPANY,

(11)

TURNOVER

IN

THE

COMPANY'S

SENIOR

MANAGEMENT AND (12) OTHER UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES

AND EXCHANGE COMMISSION, INCLUDING, WITHOUT LIMITATION, THOSE UNCERTAINTIES AND RISKS

DISCUSSED

IN

DETAIL

IN

"RISK

FACTORS,"

IN

THE

COMPANY'S

PERIODIC

REPORTS

ON

FORM

10-K

AND

10-Q.

THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE PUBLICLY ANY FORWARD-LOOKING

STATEMENTS TO REFLECT ANY CHANGE IN THE EXPECTATIONS OF OUR MANAGEMENT WITH REGARD THERETO

OR ANY CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED.

21