Thursday, July 31, 2008

Activist Spotlight on Point Blank Solutions and Steel Partners

Point Blank Solutions, Inc. (PBSO.PK)
Revenues: 279M
Market Cap: 128M

BACKGROUND
  • Point Blank Solutions (formerly DHB Industries, Inc.)
  • April 3rd 2006 PBSO delayed filing their 10K due to various financial restatements and subsequently became delisted from the NASDAQ.
  • March 2007 Steel Partners begins investing in the company.
  • October 2007 Steel offers $5.50 to purchase the company with 30 days due diligence.
  • November 2007 PBSO rejects Steel's offer.
  • February 2007 Steel announces their intention to replace the board of directors at the annual meeting. One of Steel's five nominees includes General Merrill A. McPeak, the former Air Force Chief of Staff and Co-Chairman of Barack Obama's presidential campaign.
  • April 2008 PBSO hires Wachovia Securities to explore strategic alternatives, including a sale; Postpones annual meeting until August 15th.
  • April 2008 Steel filed a complaint requesting the Court (Delaware) order the company to hold its annual meeting for the election of directors.
  • May 2008 the Court entered into a Stipulation and Order providing that PBSO hold their annual meeting on August 19th unless otherwise approved by the Court.
  • July 25th PBSO filed a motion to postpone its annual meeting again from August 19th to November 19th.
  • July 2008 Steel issues a press release calling the request a ploy to block the Democratic process for the election of directors and a further entrenchment of the current board.
CURRENT ACTIVIST OWNERSHIP
  • Steel Partners owns 9.6%
  • Harbinger Capital 14.8%
ADDITIONAL INFORMATION

In September 2007 Terry Brooks was granted a divorce from her husband David Brooks, the Company's founder and former CEO until July 2006. Previous to the divorce Mr. and Ms. Brooks owned 11,314,391 shares (approximately 22% of PBSO).
The divorce provided that Mr. Brooks transfer 8,257,009 shares of his stock to Ms. Brooks (approximately 16% of PBSO's stock outstanding).

In October 2007 David Brooks, was indicted for insider trading, fraud, obstruction of justice and tax evasion.
Click here for a copy of the Indictment.

In January 2008 the United Stated District Court issued a seizure Warrant for the shares in connection with the criminal case pending against Mr. Brooks ordering that 6,757,099 shares (13% of PBSO shares outstanding) be seized by the FBI.

After giving effect to the divorce and FBI seizure, Ms. Brooks has the right to vote 3,057,292 shares of which she is the sole record holder (5.9%) and Mr. Brooks has the right to vote 8,257,099 shares (16.1%) until the transfer of the shares are effectuated.

The ultimate ownership and right to vote these shares may be a critical component in the outcome of this proxy fight.