Point Blank seeks to delay annual meeting again, prompting Steel Partners to call it a 'mockery'

By Susanna Moon

Chicago, July 25 - Point Blank Solutions, Inc. said it filed a motion with the Delaware Court of Chancery requesting to postpone its annual shareholder meeting until Nov. 19 from Aug. 19.

In the motion, the company's board expressed concern about holding the meeting before completing its strategic review, heightened by the possible influence over the vote by two stockholders, Steel Partners II, LP and David Brooks.

"This board has again proven it will stop at nothing, not even a Delaware Court order, in its enduring efforts to entrench itself and disenfranchise its stockholders," Warren G. Lichtenstein, managing member of Steel Partners, said in a press release. "This desperate and unashamed attempt to further delay the annual meeting should therefore have come as no surprise," Lichtenstein said.

He called the attempt to delay the meeting a "mockery."

Steel Partners said Point Blank falsely claims that Steel Partners' interests are contrary to those of other stockholders when it is seeking to protect their interests from "a board and senior management team that has little personal stake in the company and that continues to reward themselves with large payouts in spite of disastrous performance."

Point Blank cites concerns

On April 8, Point Blank postponed its 2008 annual meeting until Aug. 19 from April 22 and said the board will explore strategic alternatives to enhance stockholder value, including a possible sale of the company, with the assistance of Wachovia Securities.

But despite the company's vigorous efforts, its directors do not believe the process will be completed by the scheduled annual meeting date of Aug. 19.

Steel is waging a proxy contest to elect its own slate of directors at the next annual meeting, according to Point Blank. Steel also has stated its interest in acquiring all of Point Blank's stock and has continued to express interest in purchasing the company, the release noted.

The board believes Steel, as a prospective purchaser, has an interest in obtaining the lowest possible sale price for the shares of Point Blank, according to the release.

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 release said.

The board said it 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.

The company also asserts in its motion that Brooks has interests that conflict with the bulk of other stockholders. He is in litigation in Delaware over his claim of his legal fees.

Point Blank also filed a breach of contract action against Brooks in the U.S. District Court of the Eastern District of New York, contending that Brooks is in breach of contractual obligations to pay the company certain tax-related liabilities and to return property. Both cases involve millions of dollars, and Brooks has made clear his antipathy to the present board and management, the release said.

"He has a powerful personal interest in removing the existing management and directors who have authorized such litigation against him," according to Point Blank.

Steel Partners noted that Point Blank has not held an annual meeting of stockholders since May 6, 2005.

Point Blank is a Pompano Beach, Fla., producer of body armor systems for law enforcement and the military.

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