<PAGE>
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) January 18, 1996
American Body Armor & Equipment, Inc.
(Exact name of registrant as specified in its charter)
Florida 0-18863 59-2044869
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
85 Nassau Place, Yulee, Florida 32097
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 261-4035
(Former name or former address, if changed since last report.)
<PAGE>
Item 1. Changes in Control of Registrant
On January 18, 1996, Kanders Florida Holdings, Inc., a Delaware
corporation ("KFH"), consummated transactions with Springs Industries, Inc.
and Clark Schwebel, Inc., an indirect wholly owned subsidiary of Springs
Industries, Inc. (collectively, "Springs") and with Hexcel Corporation
("Hexcel") pursuant to which KFH purchased (as detailed below) shares of
common stock, par value $.03 per share ("Common Stock"), and 3% convertible
preferred stock, stated value $1.00 per share (Preferred Stock"), of
American Body Armor & Equipment, Inc., a Florida corporation (the
"Company"), that were owned by Springs and Hexcel, respectively.
KFH acquired 1,942,043 shares of Common Stock of the Company and
708,765 shares of Preferred Stock of the Company from Springs for an
aggregate purchase price of $2,440,000, of which $1,840,000 was paid in
cash and $600,000 was paid in the form of a two year promissory note issued
by KFH to Springs, bearing interest at the rate of 8% per annum. In order
to secure its obligations under such promissory note, KFH has pledged to
Springs 900,000 shares of Common Stock of the Company.
In addition, KFH acquired 938,174 shares of Common Stock of the
Company and 422,310 shares of Preferred Stock of the Company from Hexcel
for an aggregate purchase price of $750,000, of which $500,000 was paid in
cash and $250,000 was paid in the form of a two year promissory note issued
by KFH to Hexcel, bearing interest at the rate of 8% per annum. Warren B.
Kanders, the President, sole director and sole shareholder of KFH, has
guaranteed the payment obligations of KFH to Hexcel under such promissory
note.
The purchase price paid by KFH for the purchase of such shares of
Common Stock and Preferred Stock of the Company from Springs and Hexcel was
obtained from KFH's working capital funds. Upon consummation of the
purchase of such shares of Common Stock and Preferred Stock of the Company
from Springs and Hexcel, KFH acquired control of the Company by virtue of
the ownership of such shares, which constitute approximately 66.3% of the
outstanding Common Stock of the Company, assuming conversion of all shares
of issued and outstanding Preferred Stock into Common Stock at 110% of the
stated value of the Preferred Stock at a conversion rate of $.77 per share.
Upon the consummation of the purchase by KFH of such shares of
Common Stock and Preferred Stock of the Company from Springs and Hexcel,
the directors of the Company, other than Jonathan M. Spiller, the President
and Chief Executive Officer of the Company, resigned, and the vacancies
created thereby were filled by the election to the Board of Directors of
the Company of Warren B. Kanders, who was also elected as Chairman of the
Board of Directors of the Company, Burtt Ehrlich and Nicholas Sokolow.
<PAGE>
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.
AMERICAN BODY ARMOR & EQUIPMENT, INC.
By: /s/ Jonathan M. Spiller
Name: Jonathan M. Spiller
Title: President and Chief Executive Officer
Dated: February 1, 1996
