UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 1, 2010
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Date of Report
(Date of earliest event reported)
Defense Industries International, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-30105 84-1421483
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8 Brisel Street Industrial Zone Sderot, Israel
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(Address of principal executive offices and zip code)
(011) 972-8-689-1611
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
Mr. Uri Nissani, 55, was appointed CEO, President and a member of the board of
directors of the Registrant effective January 1, 2010. From January 15, 2007
until December 15, 2009, Mr. Nissani served as the Head of Business Development
of S.D.S (Star Defense Systems) Ltd., and Star Night Technologies Ltd., each of
which are Israeli companies listed on the Tel Aviv Stock Exchange. Star Night
Technologies Ltd. is a holding company holding a controlling stake in S.D.S
(Star Defense Systems) Ltd. S.D.S (Star Defense Systems) Ltd. manufactures and
markets products mainly for the defense industry and operates through three
divisions: (i) a night vision solutions division; (ii) a safety and rescue
products division; and (iii) an avionic systems division. Mr. Nissani also
served as a director of S.D.S. (Star Defense Systems) Ltd. from October 1, 2006
until December 31, 2008.
The annual compensation cost for Mr. Nissani is approximately $144,000, plus use
of a company car and the customary Israeli social benefits).
Subject to the execution of an option agreement and approval of the Registrant's
shareholders (if necessary) Mr. Nissani has been granted options to purchase
7,088,259 shares of the Registrant. Options to purchase 4,252,960 shares will
vest in ten quarterly installments beginning March 31, 2010. The remaining
2,835,299 options will vest upon achievement of certain milestones with respect
to the Registrant's performance in 2010 and 2011.
Effective January 1, 2010, Baruch Tosh, the former Chief Executive Officer and
President of the Registrant, was released from his duties.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Engagement Letter between the Registrant
and Mr. Uri Nissani dated December 31, 2009
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 6, 2010 Defense Industries International, Inc.
(Registrant)
By:/s/Tsippy Moldoven
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Name: Tsippy Moldoven
Chief Financial Officer