Point Blank Solutions, Inc. News
Point Blank Solutions Files Motion to Postpone the Annual Meeting of Stockholders
The meeting was initially scheduled for
As was previously announced in
As stated in the Company's motion papers, the Board's concern with holding the meeting before the strategic process is complete is heightened by the fact that the outcome of the vote could be heavily influenced by two stockholders — Steel Partners II, L.P. ("Steel") and Mr.
The Board believes Steel, as a prospective purchaser, has an interest in obtaining the lowest possible sale price for the shares of Point Blank. Its slate of directors consists of two nominees who are employed by Steel-controlled entities, while the other three also have ties to Steel. The Board believes these directors are ill suited to conduct a process to the sell the Company for the highest price when Steel's interest is to acquire the Company for the lowest price possible.
Additionally, the Company asserts in its motion papers filed with the court that Mr. Brooks has interests that conflict with the bulk of other stockholders. He is currently in litigation in
According to the most recent filings with the Securities and Exchange Commission, Steel Partners and Mr. Brooks and his former wife own 9.6 percent and approximately 29.0 percent of the Company's common stock, respectively.
The Board strongly believes that both Steel and Mr. Brooks have interests that are not aligned with most other stockholders and can exercise a strong influence, if not control over, the vote, and be in a position to cut off the meaningful exploration of strategic alternatives. The Board has concluded that it is in the best interests of the Company's stockholders that the strategic alternatives process has the opportunity to reach fruition before a stockholder vote is held.
The Company cannot predict when the Court will rule on its request or whether the request will be approved.
The Company understands that Steel Partners has mailed to stockholders a proxy statement and other materials. The Board of Directors strongly opposes the Steel Partners solicitation and urges stockholders not to sign any proxy cards mailed by Steel Partners. The Company intends to file and mail proxy materials in the near future. Stockholders are encouraged to review carefully the Company's proxy materials before signing and returning any proxy cards.
ABOUT POINT BLANK SOLUTIONS, INC.
Point Blank Solutions, Inc. is a leader in the design and production of technologically advanced body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company is also recognized as the largest producer of soft body armor in the U.S. With state-of-the-art manufacturing and laboratory testing facilities, strategic technology and marketing alliances, and an ongoing commitment to drive innovation, Point Blank Solutions believes that it can deliver the most advanced body armor solutions, quicker and better than anyone in the industry.
The Company maintains facilities in
SAFE HARBOR STATEMENT
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) UNCERTAINTY OF FUTURE FINANCIAL RESULTS, (3) ADDITIONAL FINANCING REQUIREMENTS, (4) DEVELOPMENT OF NEW PRODUCTS, (5) GOVERNMENT APPROVAL AND CONTRACTING PROCESSES, (6) THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, (7) TECHNOLOGICAL CHANGES, (8) THE EFFECT OF POLITICAL AND ECONOMIC CONDITIONS, (9) 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, (10) TURNOVER IN THE COMPANY'S SENIOR MANAGEMENT AND (11) 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 FORMS 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.
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 will file and mail 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 WILL 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.,
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
Company Contact: Media Relations/Investor Relations Glenn Wiener 212-786-6013 / ir@pbsinc.com
SOURCE Point Blank Solutions, Inc.
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