UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: March ~~January 19~~5, 2010

(Date of earliest event reported)

PROTECTIVE PRODUCTS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-53580	26-3479709
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


1649 Northwest 136^th Avenue
Sunrise, Florida			33323
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (954) 846-8222

~~Not Applicable~~________________________________________________________

(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 12.0301.

~~Bankruptcy~~Completion of Acquisition or ~~Receivership~~Disposition of Assets.

OnAs previously disclosed, on January 19 13, 2010, Protective Products of America, Inc. (the “Company”) ~~issued~~and its subsidiaries, CPC Holding Corporation of America, a ~~press~~Delaware ~~release~~corporation, CP Corporation of America, Inc. (~~the~~formerly ~~“January 19~~known ~~Press~~as ~~Release”~~Ceramic Protection Corporation of America), ~~announcing~~a ~~that~~Delaware ~~the~~corporation, ~~Bankruptcy~~PPI ~~Court~~International ~~for~~Corp. ~~the~~(formerly ~~Southern~~known ~~District~~as ofProtective ~~Florida~~Products International Corp.), ~~Fort~~a ~~Lauderdale~~Florida ~~Division~~corporation (~~the~~ “~~Bankruptcy Court~~PPI”), ~~had~~and ~~granted~~PPNC, ~~all~~LLC (formerly known as Protective Products of ~~the~~North ~~Company’s~~Carolina, ~~“first~~LLC), ~~day”~~a ~~motions~~North ~~and~~Carolina ~~applications~~limited inliability ~~connection~~company (the “Subsidiaries”, and together with ~~its~~the Company, the “Debtors”) filed voluntary ~~petition~~petitions for relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy ~~Case~~Code”) ~~filed~~in onthe ~~January 13,~~United ~~2010.~~States ABankruptcy ~~copy~~Court offor the ~~January 19~~Southern ~~Press~~District ~~Release~~of isFlorida, ~~filed~~Fort ~~herewith~~Lauderdale asDivision ~~Exhibit 99.1~~(the ~~and~~“Bankruptcy isCourt”) ~~incorporated~~(Case ~~herein~~No. by10-10711-BKC-JKO) ~~reference~~(the “Bankruptcy Case”).

~~The~~On ~~January~~ March 5, 2010, the Debtors completed the previously announced sale of substantially all of their assets to Protective Products Enterprises, Inc., an affiliate of Sun Capital Partners, Inc. (the “Purchaser”) pursuant to a Second Amended and Restated Asset Purchase Agreement dated as of February 19, ~~Press~~2010 ~~Release~~(as ~~noted~~amended, ~~that~~the “Asset Purchase Agreement”) and approved by order of the Bankruptcy Court ~~granted~~entered on February 22, 2010. The Asset Purchase Agreement was amended from the terms previously announced for the sale to the Purchaser by reason of modifications occasioned by: (a) the previously announced events relating to the indictment of the Company’s ~~motion~~then Chief Executive Officer; and (b) the results of a contested auction conducted under the Bankruptcy Court-approved procedures concluded immediately prior to ~~use~~the ~~cash~~execution onof ~~hand~~the Second Amended and Restated Asset Purchase Agreement. Under the amended arrangements, the purchase price for the acquired assets consisted of (i) $10,700,000 in cash, ~~generated~~(ii) ~~from~~the ~~daily~~assumption ~~operations~~of certain liabilities, and ~~also~~(iii) ~~approved~~the ~~debtor-~~contribution of $50,000 in~~-possession~~ ~~financing~~respect toof becure ~~provided~~amounts byowed to certain of the ~~Company~~Debtors’s ~~existing~~contract ~~lender~~counterparties. The acquired assets exclude, ~~Canadian~~among ~~Imperial~~other ~~Bank~~things, 42.858% of ~~Commerce,~~income tax refunds in excess of $2 million (the ~~amount~~first $2 million of upsuch refunds being payable to ~~$665,000~~the Purchaser). As ~~The~~a result of the closing under the Asset Purchase Agreement, the Company expects that its secured lender, Canadian Imperial Bank of Commerce, will be ~~able~~paid toin ~~utilize~~full ~~these~~and that the remaining proceeds of the sale (subject to ~~pay~~an ~~operating~~escrow for state taxes) and ~~other~~payment ~~expenses~~of ~~during~~costs relating to the ~~pendency~~sale, will be available for payment of ~~the~~administrative ~~Bankruptcy~~expenses ~~Case,~~and ~~subject~~distribution to anthe ~~approved~~Debtors’ ~~budget~~other creditors. In ~~The~~connection ~~Company~~with ~~also~~the ~~received~~closing ~~Bankruptcy~~of ~~Court~~the Asset Purchase Agreement, and pending the approval of formal novations or assignments relating to ~~pay~~contracts ~~pre-petition~~between ~~wages~~PPI and ~~other~~various ~~employee~~government ~~benefits,~~agencies tofor ~~pay~~the ~~certain~~provision ~~pre-petition~~of ~~use~~goods and ~~franchise~~services, ~~taxes~~PPI and ~~trust~~the ~~fund~~Purchaser ~~obligations~~entered into a Subcontract Agreement pursuant to which, among other things, the Purchaser shall provide such goods and ~~pay~~services ~~pre-petition~~on ~~balances~~behalf toof ~~certain~~PPI ~~critical~~for ~~vendors.~~a maximum period of six months from the closing.

As noted in the January 19 Press Release, the Bankruptcy Court approved the competitive bidding and sale procedures to be utilized in connection with the sale of substantially all of the Company’s assets and business.

The Bankruptcy Court also approved an order (the “Notification Order”) requiring any person or entity who presently beneficially owns or proposes to acquire at least 686,750 shares of the Company’s common stock (representing approximately 4.99% of all issued and outstanding shares), and any person or entity who presently is or proposes to become the holder of claims against the Company equal to or exceeding $50,000 in the aggregate, to file with the Bankruptcy Court and furnish to the Company advance written notice of a proposed transfer of the Company’s equity securities or such claims. Any such transfer to which the Company objects will be subject to Bankruptcy Court approval. The Company requested these requirements to protect the Company’s net operating losses which are not being sold and will remain with the debtors’ estate.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In the January 19 Press Release, the Company announced that its securities had been suspended from trading on the Toronto Stock Exchange (“TSX”). A copy of the January 19 Press Release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On January 20, 2010, the Company received a notice from the TSX, informing it that, based on the Company’s failure to meet the continued listing requirements (by virtue of its bankruptcy filing (S. 708, The Toronto Stock Exchange Company Manual) and the financial condition and/or operating results of the Company (S. 709, 710(a)(i)) The Toronto Stock Exchange Company Manual), the Continued Listings Committee of the TSX has determined to delist the Company’s common shares effective at the close of the market on February 19, 2010. The Company does not intend to take any further action to appeal the TSX’s decision. Trading of the Company’s common stock will remain suspended until the shares are delisted on February 19, 2010.

Item 3.03

Material Modification to Rights of Security Holders.

The information provided pursuant to Item 1.03 of this Current Report on Form 8-K regarding the Notification Order (as defined in Item 1.03) is incorporated into this Item 3.03 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

~~The~~Effective ~~information~~on ~~provided~~March ~~pursuant~~5, to2010, immediately following the closing under the Asset Purchase Agreement described in Item 82.01, above, all of ~~this~~the ~~Current~~Debtor’s ~~Report~~directors, onother ~~Form 8-K~~than isMr. ~~incorporated~~Frank ~~into~~Jaumot, ~~this~~resigned ~~Item~~from 5their positions as directors of the Debtors.02 byIn ~~reference~~addition, each of the Debtor’s executive officers resigned from such positions. Effective immediately after such

~~Item 8.01~~2

~~Other~~resignations, ~~Events~~and subject to approval of the Bankruptcy Court, Mr. Jaumot, being the sole remaining director of the Debtors, was appointed the Debtors’ Chief Restructuring Officer pursuant to the terms of an Engagement Letter Agreement, a copy of which is filed herewith as Exhibit 10.1. The Debtors retained Mr. Jaumot in that position for the purpose, among other things, of handling the wind-down of the Debtors and administration of their estates until a chapter 11 plan of reorganization for the Debtors is confirmed by the Bankruptcy Court or the Bankruptcy Case is converted to cases under chapter 7 of the Bankruptcy Code. Mr. Jaumot, who is 53 years old, joined the Company’s Board of Directors in January 2009. He joined the certified public accounting firm of Ahearn, Jasco and Company, P.A. in 1991, and has served as its Director of Accounting and Auditing since 1994. Since September 2004, he has served as a director of MasTec, Inc., a specialty contractor engaged in the building, installation, maintenance and upgrade of communications and utility infrastructure. Since April 2009, he has been a member of the Board of Directors of Bimini Capital Management, Inc., a mortgage REIT based in Vero Beach, Florida. Since 1990, he has been a member of the Board of Directors of Junior Achievement of South Florida. From 1979 to 1991, Mr. Jaumot was associated with Deloitte & Touche LLP. He is a certified public accountant in Florida and Ohio and is a member of the American Institute of Certified Public Accountants. Mr. Jaumot holds a Bachelor of Science in Accounting from Marquette University. Pursuant to the Engagement Letter Agreement, Mr. Jaumot will receive compensation at the rate of $385.00 per hour for his services, payable weekly, and may engage additional personnel to assist him at an hourly rate not exceeding $325.00. The aggregate charges for all services of Mr. Jaumot and any such additional personnel may not exceed $15,000 per week. The engagement may be terminated by the Debtors or Mr. Jaumot at any time upon 7 days’ written notice (and may be terminated by the Debtors sooner for cause or by Mr. Jaumot if the Debtors breach any of their material obligations and fail to cure such breach within 5 days after written notice). The Debtors indemnify Mr. Jaumot to the same extent as it extends such indemnity to its officers or directors (whether under its organizational documents or otherwise) and agree to provide coverage under their existing director and officer liability insurance policies. Reference is made to Exhibit 10.1 filed herewith for a more complete description of the provisions of the Engagement Letter Agreement.

~~The~~Item ~~Company has commenced as internal investigation by its Audit Committee (comprised solely of independent directors) into certain allegations against its Chief Executive Officer, R~~9. ~~Patrick Caldwell, made by the United States Department of Justice (the “DOJ”)~~01. Mr. Caldwell was one of twenty-two executives and employees of different companies in the military and law enforcement products industry charged in a criminal indictment with violating the Foreign Corrupt Practices Act. The indictment was made public on January 20, 2010. No charges have been filed against the Company, and Mr. Caldwell is the only present employee of the Company to be implicated in the DOJ’s investigation.

~~Pending~~Financial ~~the~~Statements ~~outcome of the Company’s internal investigation, Mr. Caldwell was placed on administrative leave from his position as Chief Executive Officer~~ and ~~as a member of the Board of Directors, effective January 20, 2010~~Exhibits. The Company’s Chief Operating Officer, Neil Schwartzman, assumed the position of Acting Chief Executive Officer, effective January 20, 2010. Mr. Schwartzman, who is 50 years old, joined the Company in April 2007 as the Company’s Chief Information Officer. In August 2008, Mr. Schwartzman was named the Company’s Chief Administrative Officer, and since July 2009, has been the Company’s Chief Operating Officer. Between October 2002 and January 2007, Mr. Schwartzman was the Vice President and Chief Information Officer at The GEO Group, Inc., a world leader in privatized

3(d)

~~correctional and detention management facilities~~Exhibits. ~~Prior to that time, he held management positions at The Sports Authority and Sunglass Hut International.~~

InExhibit ~~addition to the appointment of Mr~~No. Schwartzman, the Company named Brian Stafford, the Company’s Chairman of the Board, as its Executive Chairman. Mr. Stafford will work closely with Mr. Schwartzman on key management matters while Mr. Caldwell remains on administrative leave.

~~A copy of the Company’s press release issued in respect of this matter is filed with this current report as Exhibit 99.2 and is incorporated herein by reference.~~Description

~~Item 9~~10.011

~~Financial~~Chief ~~Statements~~Restructuring ~~and~~Officer ~~Exhibits.~~Engagement Letter Agreement

~~(d)~~3

~~Exhibits.~~SIGNATURES

~~Exhibit No~~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 hereunto duly authorized.

~~Description~~PROTECTIVE PRODUCTS OF AMERICA, INC.

~~99.1~~Date: March 11, 2010

~~Press~~By: ~~release~~/s/ ~~issued~~Frank ~~January 19,~~E. ~~2010~~Jaumot Frank E. Jaumot Chief Restructuring Officer

~~99.2~~4

Press release issued January 20, 2010

SIGNATURES

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 hereunto duly authorized.

	PROTECTIVE PRODUCTS OF AMERICA, INC.
Date: January 21, 2010	By:	/s/ JASON WILLIAMS
		Jason Williams
		Chief Financial Officer

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