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 (Date of earliest event reported) September 28, 2006

FORCE PROTECTION, INC.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code (843) 740-7015

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 28, 2006, our wholly-owned subsidiary, Force Protection Industries, Inc., entered into a Memorandum of Agreement and Cooperation with Mechem, a Division of Denel (PTY), Ltd., extending the period of exclusive cooperation between the companies and the payment of vehicle fees to Mechem for an additional five years.  Under the terms of the Agreement, Mechem agrees to exclusively provide technology, intellectual property rights and other proprietary information related to certain vehicle components and systems of our blast and ballistic protected armored vehicles.  In consideration for these services, Force Protection Industries, Inc. will pay Mechem a per vehicle fee.

The foregoing description of the terms and conditions of the Memorandum of Agreement and Cooperation is qualified in its entirety by, and made subject to, the more complete information set forth in the Memorandum filed as Exhibit 10.1, incorporated herewith.

This report may contain forward-looking statements that involve risks and uncertainties.  We  generally  use  words  such  as  “believe,”  “may,” “could,” “will,”  “intend,”  “expect,”  “anticipate,”  “plan,” and similar expressions to identify  forward-looking  statements.  You should not place undue reliance on these forward-looking statements.  Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described below and elsewhere in this report.  Although we believe  the  expectations  reflected  in  the  forward-looking  statements  are reasonable,  they  relate  only to events as of the date on which the statements are  made,  and  our  future  results,  levels of activity, performance or achievements may not meet these expectations.  We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
10.1		Memorandum of Agreement and Cooperation between the Mechem, a division of Denel (PTY), Ltd., and the Company, dated September 28, 2006.

 

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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 hereunto duly authorized.

		Force Protection, Inc.
		(Registrant)
Date September 28, 2006
		/s/ Gordon McGilton
		(Signature)
		Name: Gordon McGilton
		Title: Chief Executive Officer

 

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