SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - KSB/A-1
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended: December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Commission File Number 0-18863
AMERICAN BODY ARMOR & EQUIPMENT, INC.
(Name of small business issuer in its charter)
Florida 59-2044869
(State of Incorporation) (I.R.S. Employer I.D. No.)
191 Nassau Place Road
Yulee, Florida 32097
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (904) 261-4035
Securities registered under Section 12(b) of the Act:
Common Stock, par value of $.03 per share
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ____
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. _____
The issuer's revenues for the fiscal year ending December 31, 1995 were
$11,741,367.
As of April 26, 1996, the registrant has 6,825,835 shares of Common Stock, par
value of $.03 per share, outstanding, and the aggregate market value of
outstanding voting stock (based upon closing of such stock on the American Stock
Exchange at the close of business on April 26, 1996) held by non-affiliates was
approximately $12,085,000.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of
1934 after the distribution of securities under a plan confirmed by a court.
Yes X No ____
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Identification of Directors and Executive Officers
Directors
Each of the persons identified below have served as a director of American
Body Armor & Equipment, Inc. (the "Company") since the date set forth opposite
their respective name, and will continue to serve in such capacity for one year
or until their respective successors are duly elected and qualified.
Positions Director
Name Age and Office Since
- ---- --- ---------- --------
Warren B. Kanders (1)(2) 38 Chairman of the Board of Directors 1996
Jonathan M. Spiller 44 Director, Chief Executive Officer and 1991
President
Burtt R. Ehrlich (1)(2) 56 Director 1996
Nicholas Sokolow (1)(2) 46 Director 1996
- --------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Warren B. Kanders
Warren B. Kanders was elected Chairman of the Board of Directors on January
18, 1996. Mr. Kanders has also served as Vice Chairman of the Board of Directors
of Benson Eyecare Corporation, a New York Stock Exchange listed company, since
October 1992. Mr. Kanders was the President and a Director of Pembridge
Holdings, Inc. from June 1992 to March 1993. Mr. Kanders is also a Director of
Eyecare Products plc, a United Kingdom public company listed on the London Stock
Exchange. Since 1990, Mr. Kanders has been President of Kanders and Company,
Inc., an investment management company. From 1987 to 1990, Mr. Kanders was the
founder and Managing Director of Great Pacific Capital, Inc., which provided
investment management advice to the Jim Pattison Group, one of Canada's largest
privately-owned companies. From 1983 to 1987, Mr. Kanders was Vice President and
Director of U.S. Mergers and Acquisitions for Orion Royal Bank Limited, a
merchant bank wholly-owned by the Royal Bank of Canada. Mr. Kanders also serves
as Trustee and Chairman of the Investment Committee of Choate Rosemary Hall
School, Wallingford, Connecticut. Mr. Kanders received a B.A. degree in
Economics from Brown University.
Jonathan M. Spiller
Jonathan M. Spiller has been a Director of the Company since July 1991 and
is the Company's President and Chief Executive Officer. Mr. Spiller became
President of the Company in June 1991, and has served as its Chief Executive
Officer since September 21, 1993. Mr. Spiller formerly served as the Company's
Chief Operating Officer from June 1991 to September 1993, when he was named
Chief Executive Officer. Mr. Spiller is a certified public accountant and was
previously a partner in the international accounting firm of Deloitte & Touche
LLP, where he spent a total of eighteen years, most recently as a partner in the
Capital Markets Group, where he was responsible for international transactions.
From March 1988 to July 1989, Mr. Spiller was the Senior Vice President and
Chief Financial Officer of Hunter Environmental Services, Inc., a large publicly
held company in the environmental field. Mr. Spiller received a B.S. degree in
Economics from the University of Wales and is a Fellow of the Institute of
Chartered Accountants in England and Wales.
Burtt R. Ehrlich
Burtt R. Ehrlich was elected a Director of the Company on January 18, 1996.
Mr. Ehrlich previously served as a Director of Benson Eyecare Corporation, a New
York Stock Exchange listed company, from its inception in 1986 to 1995, and as
its Chairman and Chief Operating Officer from 1986 until October 1992. Mr.
Ehrlich is a Trustee of the Reserve Private Equity Series of mutual funds and a
Director of the Cater Allen family of mutual funds in the United Kingdom. He is
also a former Treasurer and Trustee of the Carnegie Council on Ethics and
International Affairs, and a former Trustee of the Buckingham Browne and Nichols
School. Mr. Ehrlich received a B.A. degree from Columbia College and an M.B.A.
from Columbia University Graduate School of Business.
Nicholas Sokolow
Nicholas Sokolow was elected a Director of the Company on January 18, 1996.
Mr. Sokolow is a senior partner in the law firm of Sokolow, Dunaud, Mercadier &
Carreras. From June 1973 until October 1994, Mr. Sokolow was an associate and
partner with the international law firm of Coudert Brothers. Mr. Sokolow is also
a Director of Rexel, Inc., a New York Stock Exchange listed company. Mr.
Sokolow, who is a member of the Paris Bar, received his education from the Paris
School of Law, Institute of Political Sciences-Business Administration and the
University of Michigan.
Executive Officers
Each of the persons identified below have served as an officer of the
Company since the date set forth opposite their respective name, and will
continue to serve in such capacity until the next meeting of the Board of
Directors appointing officers and until a successor is duly elected and
qualified. For biographical information concerning Mr. Spiller, see
"Identification of Directors and Executive Officers--Directors".
Executive
Officer
Name Age Position Since
- ---- --- -------- ---------
Jonathan M. Spiller 44 President and Chief Executive Officer 1991
Richard T. Bistrong 33 Vice President - Sales and Marketing 1995
Carol T. Burke 34 Vice President - Finance and Secretary 1995
J. Michael Elliott 44 Vice President-Operations 1993
Richard T. Bistrong
Mr. Bistrong has been the Company's Vice President of Sales and Marketing
since February 1995, when he joined the Company. He is responsible for managing
and directing all efforts and activities of the Company's domestic sales staff.
Mr. Bistrong is also responsible for the development and support of all
distributor relationships. Prior to joining the Company, Mr. Bistrong held the
position of Director of Retail Operations for Fechheimer Brothers Company, a
wholly-owned subsidiary of Berkshire Hathaway, for a period of two years. During
his tenure at Fechheimer Brothers Company, the retail operations experienced
significant increases in both sales and profitability. From 1986 to 1992, Mr.
Bistrong was the Executive Vice President of Point Blank Body Armor where he was
responsible for the domestic sales organization. Mr. Bistrong has a B.A. degree
in Political Science from the University of Rochester and a Masters of Arts
degree in Foreign Affairs from the University of Virginia.
Carol T. Burke
Ms. Burke has been the Vice President of Finance of the Company since
January 1996 and its Secretary since March 4, 1996. Ms. Burke joined the Company
as Controller in January 1995. She oversees and directs all treasury, budgeting
and accounting activities for the Company. Ms. Burke is also responsible for the
analysis of general economic, business and financial conditions and their impact
on the Company's policies and operations. Ms. Burke, who is a certified public
accountant, previously spent over five years with the Walt Disney organization
as a Senior Finance Manager where she worked in both Orlando and at the Euro
Disney operation in France. Prior to that time, Ms. Burke served as a Senior
Auditor for Arthur Andersen & Co. Ms. Burke has a B.S. degree in both Accounting
and Management Science from the University of South Carolina.
J. Michael Elliott
Mr. Elliott has been a Vice President of the Company since October 1991.
Mr. Elliott also previously served as the Secretary of the Company. He is
responsible for manufacturing (including quality control) and all of the
technical aspects of product development. Mr. Elliott also plays a leading role
in the marketing of the Company's Explosive Ordnance Disposal products (EOD) and
in sales to the United States military. Mr. Elliott has a B.S. degree in
Industrial Technology from California State University and has significant
background in the industry. Mr. Elliott previously served as Executive
Vice-President at O'Gara Coachworks, Vice President of Operations of Protective
Materials Company from 1986 to 1990, and from 1990 until October 1991 when he
joined the Company, Mr. Elliott was Vice President and Chief Operating Officer
of Wes-Pine Woodworking, Inc., a window manufacturing company located in
Massachusetts.
Significant Employees
None.
Family Relationships
None.
Involvement in Certain Legal Proceedings
Except as hereinafter provided with respect to Mr. Spiller and Mr. Elliott,
no director, director nominee, executive officer, promoter or control person
has, within the last five years: (i) had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "SEC") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
Messrs. Spiller and Elliott were employed by and served in similar
positions with the Company at the time the Company filed for Chapter 11
bankruptcy protection in May 1992 through the confirmation of the Company's
Third Amended and Restated Plan of Reorganization by the United States
Bankruptcy Court, Middle District of Florida, Jacksonville Division, on
September 20, 1993.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and any persons who own more than 10% of the
Company's capital stock to file with the SEC (and, if such security is listed on
a national securities exchange, with such exchange), various reports as to
ownership of such capital stock. Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon reports and representations submitted by the directors,
executive officers and holders of more than 10% of the Company's capital stock,
all Forms 3, 4 and 5 showing ownership of and changes of ownership in the
Company's capital stock during the fiscal year ended December 31, 1995 ("Fiscal
1995") were timely filed with the SEC and the National Association of Securities
Dealers Automated Quotation System (NASDAQ), except that Richard T. Bistrong,
Vice President-Sales and Marketing of the Company, and Carol T. Burke, Vice
President-Finance and Secretary of the Company, both of whom had previously been
awarded stock options which should have been reported currently on Form 3 upon
their becoming executive officers of the Company on June 9, 1995, instead filed
a Form 5 for Fiscal 1995 reporting their beneficial ownership of shares
underlying such stock options.
ITEM 10. EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table sets forth all compensation, in excess of $100,000,
paid to the Company's Chief Executive Officer and the four other most highly
compensated executive officers of the Company for the fiscal years 1995, 1994
and 1993. The Company paid no compensation to its executive officers under any
long term compensation or retirement plans during the last three years. The
incremental cost of certain incidental personal benefits does not exceed the
lesser of $50,000 or 10% of compensation for any named executive officer of the
Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
------------
Annual Compensation Awards
----------------------- ------------
(a) (b) (c) (d) (g) (i)
Securities All Other
Name and Underlying Compen-
Principal Salary Bonus Options/SARs sation
Position Year ($) ($) (#) ($)
--------- ---- ------ ----- ------------ ---------
<S> <C> <C> <C> <C> <C>
Jonathan M. Spiller 1995 $160,000 $ 21,000 18,000 $5,775(1)
President and Chief 1994 $140,000 $ 62,000 432,000 --
Executive Officer 1993 $137,801 -- -- --
Richard T. Bistrong 1995 $120,000 $105,000 50,000 --
Vice President-Sales and 1994 -- -- -- --
Marketing 1993 -- -- -- --
J. Michael Elliott 1995 $100,000 $ 7,000 30,000 $9,660(2)
Vice President-Operations 1994 $ 90,010 $ 27,000 138,000 --
1993 $ 85,020 -- -- --
</TABLE>
(1) Represents the dollar value of 7,500 Common Stock grants awarded to Mr.
Spiller in December 1995. They became fully vested on January 19, 1996.
(2) Represents the dollar value of 12,000 Common Stock grants awarded to Mr.
Elliott pursuant to the terms of his previous employment agreement, which
was executed on January 1, 1994 but which was mutually terminated by Mr.
Elliott and the Company and superseded by a new employment agreement
executed on January 18, 1996. 4,000 of such grants became fully vested in
June 1995, and the additional 8,000 grants became fully vested on January
19, 1996.
OPTION/SAR GRANTS TABLE
The following table summarizes individual grants of stock options (whether or
not in tandem with stock appreciation rights ("SARs")), and freestanding SARs
made during Fiscal 1995, the Company's most recently completed fiscal year, to
each of the named executive officers.
<TABLE>
<CAPTION>
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/share) Date
---- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Jonathan M. Spiller 18,000 12.5% $.97 3/28/2005
President and Chief Executive
Officer
Richard T. Bistrong 50,000 34.8% $.97 2/6/2005
Vice President-Sales and Marketing
J. Michael Elliott 30,000 20.9% $.97 3/28/2005
Vice President - Operations
</TABLE>
(1) Stock option grants consist of stock options granted in Fiscal 1995,
pursuant to the Company's 1994 Incentive Stock Plan, all of which are fully
vested but are not exercisable until the expiration of the respective named
executive's employment agreement.
OPTION/SAR EXERCISES AND
FISCAL YEAR-END OPTION/SAR VALUE TABLE
The following table summarizes information concerning each exercise of
stock options (or tandem SARs) and freestanding SARs made during Fiscal 1995,
the Company's most recently completed fiscal year, to each of the named
executive officers, and the fiscal year-end value of unexercised options and
SARs. No options were exercised in Fiscal 1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at FY-End Options/SARs at
(#) FY-End ($)
Shares Acquired Value Realized Exercisable (E)/ Exercisable (E)/
Name on Exercise (#) ($) Unexercisable (U) Unexercisable (U)
---- --------------- -------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Jonathan M. Spiller -0- -0- 324,000(E) -0-(E)
President and Chief Executive 126,000(U) -0-(U)
Officer
Richard T. Bistrong -0- -0- -0- (E) -0-(E)
Vice President-Sales and Marketing 50,000(U) -0-(U)
J. Michael Elliott -0- -0- 103,500(E) -0-(E)
Vice President - Operations 64,500(U) -0-(U)
</TABLE>
Pension/Long-Term Compensation Arrangements
The Company has no pension arrangements or other long-term compensation
plans for its executive officers or other employees.
Employment Agreements
Set forth below are descriptions of the Company's employment agreements
with Messrs. Spiller, Elliott and Bistrong. No employment agreement has been
entered into between Ms. Burke and the Company.
Jonathan M. Spiller
Mr. Spiller's employment agreement, dated as of January 18, 1996, provides
that he will serve as the President and Chief Executive Officer of the Company
for an initial term expiring January 17, 1999, at a base salary of $160,000 per
annum. In addition to his base salary, Mr. Spiller shall also be entitled to a
yearly bonus during the term of his employment agreement. The bonus shall be
based upon the Company's earnings before interest and taxes. Mr. Spiller will
also be entitled, at the sole and absolute discretion of the Compensation
Committee of the Board of Directors, to participate in the Company's incentive
stock plan and other bonus plans adopted by the Company. Eligibility to
participate in the Company's incentive stock plan shall be based upon, among
other things, the performance of Mr. Spiller and the Company. As part of his
compensation package, the Company provides Mr. Spiller with other benefits
commensurate with his position, as more fully set forth in his employment
agreement. Mr. Spiller's employment with the Company shall continue, unless
earlier terminated by Mr. Spiller or due to Mr. Spiller's death or disability or
by the Company, for successive one year periods, on terms to be mutually agreed
upon by the Company and Mr. Spiller.
Richard T. Bistrong
Mr. Bistrong's employment agreement, dated as of January 18, 1996, provides
that he will serve as Vice President-Sales and Marketing of the Company for an
initial term expiring January 17, 1999, at a base salary of $120,000 per annum.
Mr. Bistrong shall also be entitled to a yearly bonus during the term of his
employment agreement. The bonus shall be based upon the Company's earnings
before interest and taxes. In addition to his base salary and bonus, Mr.
Bistrong is entitled to receive non-qualified options to purchase 21,250 shares
of the Company's Common Stock and incentive stock options to purchase 28,750
shares of the Company's Common Stock, in each case at an exercise price of $.97
per share of Common Stock. These options are exercisable for a period of eight
years from the date of the grant, and all of such options vest on January 18,
1999. The vesting of the options may be accelerated on a pro rata basis in the
event of the occurrence of certain events. Pursuant to his employment agreement,
Mr. Bistrong will also be entitled, at the sole and absolute discretion of the
Compensation Committee of the Board of Directors, to participate in the
Company's incentive stock plan and other bonus plans adopted by the Company.
Eligibility to participate in the Company's incentive stock plan shall be based
upon, among other things, the performance of Mr. Bistrong and the Company. As
part of his compensation package, the Company provides Mr. Bistrong other
benefits commensurate with his position, as more fully set forth in his
employment agreement. Mr. Bistrong's employment with the Company shall continue,
unless earlier terminated by Mr. Bistrong or due to Mr. Bistrong's death or
disability or by the Company, for successive one year periods, on terms to be
mutually agreed upon by the Company and Mr. Bistrong.
J. Michael Elliott
Mr. Elliott's employment agreement, dated as of January 18, 1996, provides
that he will serve as Vice President-Operations of the Company for an initial
term expiring January 17, 1997, at a base salary of $100,000 per annum. Mr.
Elliott shall also be entitled to a yearly bonus during the term of his
employment agreement. The bonus shall be based upon the Company's earnings
before interest and taxes. In addition to his base salary and bonus, Mr. Elliott
is entitled to receive non-qualified options to purchase 8,500 shares of the
Company's Common Stock and incentive stock options to purchase 11,500 shares of
the Company's Common Stock, in each case at an exercise price of $.97 per share
of Common Stock. These options are exercisable for a period of eight years from
the date of the grant, and all of such options vest on January 18, 1999. The
vesting of the options may be accelerated on a pro rata basis in the event of
the occurrence of certain events. Pursuant to his employment agreement, Mr.
Elliott will also be entitled, at the sole and absolute discretion of the
Compensation Committee of the Board of Directors, to participate in the
Company's incentive stock plan and other bonus plans adopted by the Company.
Eligibility to participate in the Company's incentive stock plan shall be based
upon, among other things, the performance of Mr. Elliott and the Company. As
part of his compensation package, the Company provides Mr. Elliott with other
benefits commensurate with his position, as more fully set forth in his
employment agreement. At the Company's option, Mr. Elliott's employment with the
Company shall continue, unless earlier terminated by Mr. Elliott or due to Mr.
Elliott's death or disability or by the Company, for one two year period, on the
same terms and conditions. Following the two year renewal, the employment of Mr.
Elliott shall automatically continue for successive one year periods on terms to
be mutually agreed upon by the Company and Mr. Elliott.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 17, 1996,
regarding the beneficial ownership of Common Stock, which is the Company's only
class of outstanding voting securities, by: (i) each Shareholder who owns more
than 5% of the outstanding Common Stock of the Company; (ii) each director;
(iii) each of the named executive officers of the Company; and (iv) all
directors and executive officers of the Company as a group. The information set
forth in the table and accompanying footnotes has been furnished by the named
beneficial owners. Since the table and accompanying footnotes reflect beneficial
ownership determined pursuant to the applicable rules of the Securities and
Exchange Commission, the information is not necessarily indicative of beneficial
ownership for any other purpose.
<TABLE>
<CAPTION>
Name and Address Common Stock No. of
of Beneficial Owner Shares Beneficially Owned % of Class
- ------------------- ------------------------- ----------
<S> <C> <C>
Warren B. Kanders (1) and
Kanders Florida Holdings, Inc. 4,525,178 (1) 66.29%
c/o American Body Armor & Equipment, Inc.
191 Nassau Place Road
Yulee, FL 32097
Burtt R. Ehrlich
c/o American Body Armor & Equipment, Inc. 132,300 (2) 1.94%
191 Nassau Place Road
Yulee, FL 32097
Nicholas Sokolow
c/o American Body Armor & Equipment, Inc. 122,500 (3) 1.79%
191 Nassau Place Road
Yulee, FL 32097
Jonathan M. Spiller
c/o American Body Armor & Equipment, Inc. 740,205 (4) 10.10%
191 Nassau Place Road
Yulee, FL 32097
J. Michael Elliott
c/o American Body Armor & Equipment, Inc. 189,000 (5) 2.70%
191 Nassau Place Road
Yulee, FL 32097
Richard T. Bistrong
c/o American Body Armor & Equipment, Inc. 50,000 (6) .73%
191 Nassau Place Road
Yulee, FL 32097
Executive Officers and Directors as a Group 5,752,183 (1)(2)(3) 83.44%
(6 Individuals) (4)(5)(6)
</TABLE>
(1) Represents 4,524,178 shares owned by Kanders Florida Holdings, Inc. ("KFH"),
which are deemed to be beneficially owned by Warren B. Kanders because he is
the sole shareholder and sole director of KFH. Of the shares listed, Mr.
Kanders owns 29,141 shares individually.
(2) Includes 10,000 shares owned by Mr. Ehrlich's children and 20,600 held in
trust for the benefit of his children, of which Mr. Ehrlich's spouse is
trustee, of which he disclaims beneficial ownership. Also includes 400
shares owned by Mr. Ehrlich's spouse's individual retirement account, of
which Mr. Ehrlich disclaims beneficial ownership. Of the 132,300 shares
listed, 100,000 shares are subject to a three year lock-up agreement by and
among Mr. Ehrlich and KFH (the "Ehrlich Lock-Up"). Pursuant to the Ehrlich
Lock-Up, Mr. Ehrlich agreed that he will not, directly or indirectly,
without the prior written consent of KFH, offer to sell, sell, grant any
options for the sale of, assign, transfer, pledge, hypothecate or otherwise
encumber or dispose of any shares of Common Stock of the Company or
securities convertible into, exercisable or exchangeable for or evidencing
any right to purchase or subscribe for any shares of Common Stock of the
Company or dispose of any beneficial interest therein for a period of three
years from January 18, 1996, except as provided in such agreement.
(3) Represents 100,000 shares owned by S.T. Investors Fund, LLC ("STI"), a
limited liability company of which Mr. Sokolow is a member and 20,000 shares
owned by Mr. Sokolow's children, of which he disclaims beneficial ownership.
Of the 122,500 shares listed, 100,000 shares are subject to a three year
lock-up agreement, by and among STI and KFH (the "STI Lock-Up"). Pursuant to
the STI Lock-Up, STI agreed that it will not, directly or indirectly,
without the prior written consent of KFH, offer to sell, sell, grant any
options for the sale of, assign, transfer, pledge, hypothecate or otherwise
encumber or dispose of any shares of Common Stock of the Company or
securities convertible into, exercisable or exchangeable for or evidencing
any right to purchase or subscribe for any shares of Common Stock of the
Company or dispose of any beneficial interest therein for a period of three
years from January 18, 1996, except as provided in such agreement.
(4) Includes 432,000 stock options granted to Mr. Spiller under the terms of his
previous employment agreement, which was executed on January 1, 1994 but
which was mutually terminated by Mr. Spiller and the Company and superseded
by a new employment agreement executed on January 18, 1996, and 18,000
shares granted to Mr. Spiller pursuant to the Company's 1994 Incentive Stock
Plan. Such options are fully vested but unexercised. Also includes a maximum
of 50,000 stock options, subject to reduction, awarded to Mr. Spiller on
January 19, 1996. These options are fully vested but unexercised. Of the
740,205 shares listed, 690,105 are subject to a three year lock-up agreement
by and among Mr. Spiller and KFH. Pursuant to the terms of a letter
agreement, dated January 18, 1996 (the "Letter Agreement"), Mr. Spiller
agreed that he will not, directly or indirectly, without the prior written
consent of KFH, offer to sell, sell, grant any options for the sale of,
assign, transfer, pledge, hypothecate or otherwise encumber or dispose of
such shares of Common Stock of the Company or securities convertible into,
exercisable or exchangeable for or evidencing any right to purchase or
subscribe for, such shares of Common Stock of the Company or dispose of any
beneficial interest therein for a period of three years from January 18,
1996, except as provided in such Letter Agreement. KFH and Mr. Spiller
entered into an agreement, dated as of January 18, 1996, pursuant to which
KFH granted a beneficial ownership interest in 316,823 shares of Common
Stock of the Company owned by KFH. Such agreement provides that, in the
event that KFH sells at least 452,604 shares of Common Stock of the Company
in a single transaction, then Mr. Spiller shall have the option to either
(i) pay to KFH an amount equal to the Spiller Acquisition Cost (as defined
in such agreement), in which event Mr. Spiller will be entitled to receive
stock certificates representing such 316,823 shares of Common Stock, or (ii)
receive the net proceeds relating to 316,823 shares of Common Stock that are
the subject of the sale by KFH, reduced by the Spiller Acquisition Cost
relating to such shares of Common Stock so sold by KFH. In the event that
KFH does not sell at least 452,604 shares of Common Stock as described
above, then Mr. Spiller's rights to the 316,823 shares of Common Stock shall
vest on January 18, 1999; provided, however, that, at such time, Mr. Spiller
is the President and Chief Executive Officer of the Company and his
Employment Agreement with the Company, dated as of January 18, 1996, is in
full force and effect and Mr. Spiller is not in breach thereof; and,
provided, further, that if Mr. Spiller's Employment Agreement with the
Company is terminated due to his death or disability, or without cause,
prior to January 18, 1999, then a pro-rata portion of such 316,823 shares of
Common Stock, based upon the number of months elapsed from January 18, 1996
in relation to 36 months, shall vest to Mr. Spiller. Unless sooner acquired
by Mr. Spiller as hereinabove described, Mr. Spiller shall have the right to
acquire any such vested shares of Common Stock pursuant to such agreement on
January 18, 2001 upon payment by Spiller to KFH of the Spiller Acquisition
Cost relating to such shares.
(5) Includes 138,000 stock options granted to Mr. Elliott under the terms of his
previous employment agreement, which was executed on January 1, 1994 but
which was mutually terminated by Mr. Elliott and the Company and superseded
by a new employment agreement executed on January 18, 1996, and 30,000 stock
options granted to Mr. Elliott pursuant to the Company's 1994 Incentive
Stock Plan. Such options are fully vested but unexercised. All of the shares
listed are subject to a three year lock-up agreement, by and among Mr.
Elliott and KFH (the "Elliott Lock-Up"). Pursuant to the Elliott Lock-Up,
Mr. Elliott agreed that he will not, directly or indirectly, without the
prior written consent of KFH, offer to sell, sell, grant any options for the
sale of, assign, transfer, pledge, hypothecate or otherwise encumber or
dispose of any shares of Common Stock of the Company or securities
convertible into, exercisable or exchangeable for or evidencing any right to
purchase or subscribe for any shares of Common Stock of the Company or
dispose of any beneficial interest therein for a period of three years from
January 18, 1996, except as provided in such agreement.
(6) Includes 50,000 stock options granted to Mr. Bistrong under the terms of his
previous employment agreement, which was executed on February 5, 1995 but
which was mutually terminated by Mr. Bistrong and the Company and superseded
by a new employment agreement executed on January 18, 1996. Such options are
fully vested but unexercised. All of the shares listed are subject to a
three year lock-up agreement, by and among Mr. Bistrong and KFH (the
"Bistrong Lock-Up"). Pursuant to the Bistrong Lock-Up, Mr. Bistrong agreed
that he will not, directly or indirectly, without the prior written consent
of KFH, offer to sell, sell, grant any options for the sale of, assign,
transfer, pledge, hypothecate or otherwise encumber or dispose of any shares
of Common Stock of the Company or securities convertible into, exercisable
or exchangeable for or evidencing any right to purchase or subscribe for any
shares of Common Stock of the Company or dispose of any beneficial interest
therein for a period of three years from January 18, 1996, except as
provided in such agreement.
Changes in Control
No changes in control of the Company are currently contemplated.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions With Management And Others
The Company has historically purchased substantially all of the ballistic
resistant fabric used in the manufacture of its products from Clark Schwebel,
Inc. ("Clark Schwebel") a subsidiary of Springs Industries, Inc. and a former
holder of 45.7% of the Company's outstanding capital stock. Kanders Florida
Holdings, Inc. purchased all of the capital stock of the Company owned by Clark
Schwebel on January 18, 1996. The Company's purchases from Clark Schwebel
totalled approximately $5.1 million, $4.6 million and $3.9 million in fiscal
years 1995, 1994 and 1993, respectively, and were made in the normal course of
business at prices which the Company believes were competitive with other
available sources for such materials.
Other than as described above, there have not been, nor are there any
currently proposed transactions, or any series of similar transactions, since
the beginning of Fiscal 1995, to which the Company was or is to be a party, in
which the amount involved exceeds $60,000 and in which any director, executive
officer, security holder or any member of the immediate family of any of the
foregoing persons had, or will have, a direct or indirect material interest.
Since the beginning of Fiscal 1995, no director or executive officer of the
Company, nor any member of their immediate family or any affiliate thereof is,
has become or was indebted to the Company in an amount in excess of $60,000.
Subsidiaries
The Company does not have any subsidiaries nor is it a subsidiary of any
other corporation, partnership, limited liability company or other entity.
Transactions With Promoters
None.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following Exhibits are hereby filed as part of this amended Annual
Report on Form 10-KSB/A-1:
EXHIBIT
NO. DESCRIPTION
- ------- -----------
2.1 Order confirming Debtor's Third Amended and Restated Plan of
Reorganization with the Third Amended and Restated Plan of Reorganization
attached thereto (incorporated by reference from Exhibit 2 to Form 8-K,
Current Report of the Company, dated October 1, 1993).
3.1 Articles of Restatement of Articles of Incorporation of American Body
Armor & Equipment, Inc. (with the Amended and Restated Articles of
Incorporation of American Body Armor & Equipment, Inc. attached thereto)
(incorporated by reference from Exhibit 3 to Form 8-K, Current Report of
the Company, dated October 1, 1993).
3.2 Amended and Restated Bylaws of American Body Armor & Equipment, Inc., as
amended on January 18, 1996 (incorporated by reference from Exhibit 3.2 to
Form 10-KSB for the fiscal year ended December 31, 1995).
10.1 Loan and Security Agreement between American Body Armor & Equipment, Inc.
and StanChart Business Credit dated September 21, 1993 (incorporated by
reference from Exhibit 10.2 to Form 10-KSB for the fiscal year ended
December 31, 1993).
10.2 Revolving Loan Note dated October 27, 1993, effective as of September 20,
1993, between American Body Armor & Equipment, Inc. and StanChart Business
Credit (incorporated by reference from Exhibit 10.3 to Form 10-KSB for the
fiscal year ended December 31, 1993).
10.3 Amendment #1 to Loan and Security Agreement between American Body Armor &
Equipment, Inc. and LaSalle Business Credit, Inc., dated September 20,
1993 (incorporated by reference from Exhibit 10(a) to Form 10-QSB for the
quarterly period ended June 30, 1994).
10.4 Form of Indemnification Agreement for Directors of the Registrant, dated
September 21, 1993 (incorporated by reference from Exhibit 10.4 to Form
10-KSB for the fiscal year ended December 31, 1993).
10.5 Form of Indemnification Agreement for Officers of the Registrant, dated
February 28, 1994 (incorporated by reference from Exhibit 10.5 to Form
10-KSB for the fiscal year ended December 31, 1993).
10.6 Employment Agreement between Jonathan M. Spiller and American Body Armor &
Equipment, Inc., effective January 18, 1996 (incorporated by reference
from Exhibit 10.6 to Form 10-KSB for the fiscal year ended December 31,
1995).**
10.7 Employment Agreement between J. Michael Elliott and American Body Armor &
Equipment, Inc., effective January 18, 1996 (incorporated by reference
from Exhibit 10.7 to Form 10-KSB for the fiscal year ended December 31,
1995).**
10.8 Employment Agreement between Richard T. Bistrong and American Body Armor &
Equipment, Inc., effective January 18, 1996 (incorporated by reference
from Exhibit 10.8 to Form 10-KSB for the fiscal year ended December 31,
1995)**
10.9 American Body Armor & Equipment, Inc. 1994 Incentive Stock Plan
(incorporated by reference from Form S-8 filed on October 10, 1994, Reg.
No. 33-018863).***
10.10 American Body Armor & Equipment, Inc. 1994 Directors Stock Plan
(incorporated by reference from Form S-8 filed on October 31, 1994, Reg.
No. 33-018863).***
10.11 Lease for the Company's primary facility located in Yulee, Florida, dated
July 26, 1993, effective May 1, 1993 (incorporated by reference from
Exhibit 28.1 to Form 10-KSB for the fiscal year ended December 31, 1993).
27.1 Financial Data Schedule (incorporated by reference from Exhibit 27.1 to
Form 10-KSB for the fiscal year ended December 31, 1995).
* Filed herewith.
** This Exhibit represents a management contract.
*** This Exhibit represents a compensatory plan.
(b) Reports on Form 8-K
During the Fourth Quarter of Fiscal 1995, there were no reports on Form 8-K
filed by the Company. In the First Quarter of 1996, a report on Form 8-K was
filed by the Company in connection with the KFH Transaction, which transaction
resulted in a change in control of the Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN BODY ARMOR & EQUIPMENT, INC.
/s/Jonathan M. Spiller
Jonathan M. Spiller
President and Chief Executive Officer
Dated: April 29, 1996
EXHIBIT INDEX
The following Exhibits are filed herewith:
No Exhibits are filed herewith.
