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
Date of Report: July 9, 2004
(Date of earliest event reported)
FORCE PROTECTION, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 0-22273 84-1383888
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(State or (Commission File Number) (IRS Employer
other jurisdiction of incorporation)
Identification No.)
2031 Avenue B, Building 44
North Charleston, South Carolina 29405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (843) 740-7015
ITEM 5. OTHER EVENTS AND REG. FD DISCLOSURE
As part of our Transparency Project, we held an open house for shareholders on
July 9, 2004 from 9 am until 12 am. Eleven shareholders attended. A partial
tour of our facility was given that consisted of seeing the "mock-up" area, the
8 fabrication and the 8 integration cells and the paint booth area.
While no formal presentation was made, company officers responded to several
questions posed by shareholders attending the tour. The following information
was provided:
- As we have previously stated, we still expect to deliver 21 Buffalos and 14
Cougars currently on order during the third and fourth quarters.
- We expect to report our second quarter data within 45 days after quarter
end.
- We publicly report only executed contracts. We do not generally comment on
potential additional business.
- Part of our business model is to provide customer interactive flexibility.
Rather than providing one standard product, we will design variations to
meet a customer's needs. As a result, there are multiple versions of the
Cougar.
- To our knowledge, we are the only American manufacturer of true mine and
blast protect vehicles.
- We differentiate our company from the competition by being the little guy
doing something special and by being more innovative.
- We are considering filing patents if the situation warrants. We currently
have a few potential designs for which we may ultimately seek patent
protection. For example, our electronic windows have had a warm response
from customers. No decisions have been made in this regard.
- The Department of Defense and NATO are an important part of our customer
base but, of course, we are open to orders from other sources.
- We will most likely have to raise additional financing to sustain our rate
of growth, which is rapid. This financing will likely take the form of
equity financing. If we choose to do a privately-placed deal, we will
probably sell shares of our common stock at some discount to market - as we
have done in the past. Another option is to borrow against our inventory
and receivables.
- Our industry has had a history of consolidation. Despite that trend, our
business plan is to focus on internal growth and create value for
shareholders. We are not "teeing up" the company up for sale. We are also
not interested in minority positions and joint ventures. However, if we
received a proposal to acquire the company or for another significant
transaction, we would evaluate whether the proposed transaction was in the
best interest of the shareholders. In most cases, before we could agree to
be acquired or participate in another significant transaction, shareholders
would have an opportunity to vote on the transaction.
- In the past, we considered our manufacturing process to be similar to a
workshop, where each product was created individually. We now are making
the transition to a true manufacturing company that focuses on delivering
high quality, consistent products in a cost-efficient manner.
- We currently have an adequate supply of steel, however we can not predict
how available steel will be in the future. We buy steel directly from the
mills.
- Our vehicles have taken IED and anti-tank mine hits. To our knowledge,
there have been no personnel causalities in the use of any of our products.
Our definition of "mine protected" and "blast protected" is "no serious
injury to personnel and the vehicle can be repaired and returned to
service".
- Full capacity monthly volume production for the area currently occupied was
stated at 16 units. We are currently operating a second shift with 65 to 70
non-union hourly employees. We have a total workforce of 105.
- Technical Solutions Group is a wholly owned subsidiary of Force Protection,
Inc.
- We believe the Marines will be doing phase 2 testing of the Cougar this
year.
- We expect to lease another building of 142,000 square feet in the same
facility in which we currently lease space. We believe the extra space will
give us the ability to produce up to 500 vehicles per year.
- The "e" status on our ticker symbol was due to a dropped attachment on our
10-KSB. We use an outside contractor to make our SEC filings and the
contractor made the error. We amended the 10-KSB as soon as we discovered
the dropped attachment. As a result of the error, we hired a new contractor
to make our SEC filings.
- We do not know how the upcoming presidential election will affect the
company. Although all of our orders were placed during the Bush
administration, we note that John Kerry has stated his intention to build
up the military.
- We did not receive $7 million up-front money from the Department of Defense
for either of the current contracts. We state in our press releases and SEC
filings the status of our contracts and will continue to do so as we have
news.
This report contains forward-looking statements, including statements
regarding, among other items, our business strategies, continued growth in our
markets, projections, and anticipated trends in our business and the
industry in which we operate. The words "believe," "expect," "anticipate,"
"intends," "forecast," "project," and similar expressions identify
forward-looking statements. These forward-looking statements are based largely
on our expectations and are subject to a number of risks and uncertainties,
certain of which are beyond our control. We caution that these statements
are further qualified by important factors that could cause actual results
to differ materially from those in the forward-looking statements, including,
among others, the following: reduced or lack of increase in demand for our
products, competitive pricing pressures, changes in the market price of
materials used in our products and the level of expenses incurred in our
operations. In light of these risks and uncertainties, the forward-looking
information contained herein may not in fact transpire or prove to be accurate.
We do not intend to update any forward-looking statements, except as required by
law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FORCE PROTECTION, INC.
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Registrant
Date: July 19, 2004 By: /s/ Michael Watts
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Name: Michael Watts
Title: Chief Executive Officer