OMB Approval
OMB 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
AMERICAN BODY ARMOR & EQUIPMENT, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
024635 203
(CUSIP Number)
Carol T. Burke, P. O. Box 1769, Fernandina Beach, FL 32035-1769,
(904) 261-4035
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 18, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ] .
Check the following box if a fee is being paid with the statement [X] .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
SEC 1746 (9-82)
<PAGE>
13D
CUSIP NO. 024635 203
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan M. Spiller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.K.
7 SOLE VOTING POWER
NUMBER OF 691,845
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 691,845
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,845
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to 691,845 shares of common stock (the
"Shares"), of American Body Armor & Equipment, Inc. (the "Company"), a
Florida corporation. The principal executive offices of the Company are
located at 191 Nassau Place Road, Yulee, Florida 32097.
On January 18, 1996, Kanders Florida Holdings, Inc., a Delaware
corporation ("Buyer") entered into two Stock Purchase Agreements, one with
Clark-Schwebel Fiber Glass Corp. and one with Hexcel Corporation,
hereafter Clark-Schwebel Fiber Glass Corp. and Hexcel Corporation shall be
referred to as "Sellers". The Sellers sold to Buyer all of the shares of
common stock, par value $.03 per share, and all of the shares of 3%
convertible preferred stock, par value $1.00 per share, of the Company
held by the Sellers (the "Sale"). The Sale comprised a change in control
of the Company. Immediately following the Sale, the Company's newly
elected Board of Directors elected to require holders to convert all of
the remaining convertible preferred stock to common stock at the fair
market value of the common stock plus 10%, as required by the Company's
Restated Articles of Incorporation (the "Conversion").
On the same date, Mr. Spiller acquired 28,141 shares of the Company's
common stock from another private investor at no cost ("Private
Transaction"). Of these 28,141 shares, 2,000 shares are to be donated as
a charitable contribution to a beneficiary selected by Mr. Spiller.
Item 2. Identity and Background.
This Schedule 13D is being filed by Jonathan M. Spiller. Mr.
Spiller's principal business address is 191 Nassau Place Road, Yulee,
Florida 32097. His principal employment is President and Chief Executive
Officer of the Company as defined in Item 1 above. Mr. Spiller is a
citizen of the United Kingdom.
During the last five years, Mr. Spiller has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
nor been a party to any civil proceeding which resulted in any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares were received pursuant to the Conversion and Private
Transaction, as described in Item 1 above and the acceleration of options
as a result of the Sale.
Item 4. Purpose of Transaction.
The Shares have been acquired (1) pursuant to the Conversion, (2)
pursuant to the Private Transaction and (3) the acceleration of options as
a result of the Sale as described in Item 1 above. Mr. Spiller may
acquire additional shares from time to time in the open market based on
factors such as the Company's financial condition, results of operations
and future prospects, the market value of the Company's common stock,
other available investment opportunities, and general economic and market
conditions. Depending on such factors, Mr. Spiller may determine at some
time to dispose of all or a portion of the Shares.
Mr. Spiller has no present plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the
Company or the disposition of securities of the Company, except as set
forth above;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of its
subsidiaries; (although the executive officers of the Company, including
Mr. Spiller, intend to explore the expansion of the Company's business
through acquisitions)
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Any changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
(i) Causing a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Pursuant to Rule 13d-3, Mr. Spiller is deemed to be the
beneficial owner of all 691,845 Shares which represent 9.4 percent of the
shares of common stock outstanding (determined in accordance with Rule
13d-1(e). The 691,845 Shares include 450,000 Shares issuable upon
exercise of presently exercisable options. Mr. Spiller has sole
investment management authority for the investments and accordingly, has
sole voting and dispositive power over the Shares. The number of Shares
listed in this Item 5 includes only common stock.
(c) The following table sets forth the dates, number of shares and
per share price for all transactions in the Company's common stock
effected by Mr. Spiller during the past 60 days:
12/8/95 12,022 shares acquired pursuant to the
annual conversion of the Company's
preferred stock Purchase Price - N/A
1/18/96 60,117 shares acquired pursuant to the
Conversion Purchase Price - N/A
1/18/96 457,500 options and grants fully vested
as a result of the Sale Purchase Price - N/A
1/18/96 28,141 shares acquired pursuant to the
Private Transaction Purchase Price - NA
(d) Any dividends on the Shares and the proceeds from the sale
thereof will be paid to Mr. Spiller. No other persons have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On January 18, 1996, Mr. Spiller entered into an agreement with the
Buyer whereby Mr. Spiller has the right to become the beneficial owner of
7% of the Buyer's beneficial ownership in the Company (316,823 shares, as
determined on January 18, 1996).
The beneficial ownership will be effective on January 18, 1999 upon
certain terms and conditions, namely that Mr. Spiller is the President and
Chief Executive Officer of the Company at such time and Mr. Spiller has
paid to the Buyer an amount equal to the acquisition cost (as calculated
by the Buyer at January 18, 1996), plus 8% per annum, for his beneficial
ownership. In the event Mr. Spiller's employment with the Company
terminates prior to January 1, 1999 due to death or disability, or is
terminated without cause, a prorata portion of the 7% beneficial ownership
will vest on January 1, 1999 based on the number of months elapsed on the
date of such termination in relation to 36 months. If Buyer elects to
sell 10% or more of its common stock of the Company in a single
transaction, Mr. Spiller may (1) elect to receive the proceeds from the
sale of 7% of the shares to be sold (less the acquisition cost) and the
number of shares vesting to him on January 1, 1999 will be decreased by
the number of shares representing the 7% of shares sold or (2) he will be
required to pay the acquisition cost and receive his shares.
Item 7. Material to be Filed as Exhibits.
Agreement between Kanders Florida Holdings, Inc. and Jonathan M.
Spiller.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth and this statement is true,
complete and correct.
By: /s/ Jonathan M. Spiller
Jonathan M. Spiller
Date: January 26, 1996
KANDERS FLORIDA HOLDINGS, INC.
c/o Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
January 18, 1996
Mr. Jonathan M. Spiller
85 Nassau Place
Yulee, Florida 32097
Dear Jonathan:
This document, dated as of January 18, 1996, outlines certain rights
and obligations of Kanders Florida Holdings, Inc. ("KFH") and Jonathan M.
Spiller ("Spiller") as of January 18, 1996.
KFH is currently the record owner of at least 4,526,038 shares (the
"Common Shares") of the common stock, par value $.03 per share (the
"Common Stock"), of American Body Armor & Equipment, Inc., a Florida
corporation (the "Company"), assuming conversion of all shares of the
Company's preferred stock, stated value $1.00 per share, that are owned by
KFH at a conversion price of $.77 per share and at 110% of the stated
value thereof. KFH acquired the shares of Common Stock of the Company as
of January 18, 1996. Effective on this date, certain rights and
obligations of KFH and Spiller in, to, and affecting the Common Shares are
set forth herein, reflecting the facts that, on the date of the
acquisition thereof, KFH granted to Spiller certain beneficial ownership
interests in certain of the Common Shares otherwise acquired by KFH, and
Spiller agreed to pay to KFH, in consideration of such grant, an amount
equal to the Acquisition Cost (as hereinafter defined) incurred by KFH
with respect to the Common Shares in which a beneficial interest is
granted to Spiller (the "Spiller Acquisition Cost"). Accordingly, the
parties hereto agree as follows:
1. COMPANY STOCK OWNERSHIP.
It is mutually acknowledged and agreed as follows:
(a) that the acquisition cost per share of the Common Shares
owned by KFH and beneficially owned by Spiller was $.7384 per share
(hereinafter the "Acquisition Cost"); and
(b) that KFH hereby grants Spiller, subject to the terms and
provisions of this Agreement, a beneficial ownership interest in and to 7%
of the Common Shares, or 316,823 shares of Common Stock of the Company, to
be effective as of January 18, 1999; provided, however, that, at such
time, Spiller is the President and Chief Executive Officer of the Company,
and Spiller's Employment Agreement with the Company, dated as of the date
hereof, is in full force and effect, and Spiller is not in breach thereof;
and provided, further, that if Spiller's Employment Agreement with the
Company is terminated pursuant to Sections 10(a), (b) or (d) thereof prior
to January 18, 1999, then a pro-rata portion of 7% of the Common Shares,
based upon the number of months elapsed under this Agreement in relation
to 36 months, shall vest to Spiller on January 18, 1999, and shall be
subject to the terms of this Agreement. Spiller expressly acknowledges
and agrees that no interest is hereby granted by KFH to Spiller in or to
any shares of Common Stock or other equity interests, or in or to any
securities convertible into or exchangeable for shares of Common Stock of
the Company that may be acquired by KFH or Warren B. Kanders individually,
or any entity controlled by Warren B. Kanders, after the date hereof.
Spiller further expressly acknowledges and agrees that Spiller has no
interest in any of such Common Shares from the date hereof until January
18, 1999, subject to the provisos contained in the first sentence of this
paragraph 1(b), except as provided in paragraph 4(b) hereof.
2. KFH'S COMMON SHARES.
KFH represents and warrants, and Spiller acknowledges, as
follows:
(a) 900,000 shares of Common Stock of the Company owned by KFH
are subject to a pledge agreement with Springs Industries, Inc. and such
number of shares of Common Stock are subject to adjustment pursuant to the
terms of such pledge agreement; and
(b) To KFH's knowledge, the Common Shares owned by KFH are
otherwise unencumbered, except for the beneficial interest in the Common
Shares which KFH has hereby granted to Spiller pursuant to paragraph 1(c)
hereof.
3. DISPOSITION OF COMPANY STOCK.
(a) KFH agrees that within six (6) months of the date hereof,
Spiller shall be permitted to sell, solely in compliance with applicable
laws, rules and regulations, such number of shares of Common Stock of the
Company owned of record by Spiller as will result in gross proceeds to
Spiller from such sale of $150,000. KFH agrees to use its best reasonable
efforts to cause the Company to issue to Spiller non-qualified stock
options to purchase 50,000 shares of Common Stock, subject to reduction so
that Spiller shall have the right to purchase such number of shares of
Common Stock as are equal to the number of shares of Common Stock that are
sold by Spiller as set forth in this paragraph 3(a), at an exercise price
of $1.00 per share of Common Stock. Spiller agrees that the timing of
such sale will be coordinated in advance with KFH, but shall be no later
than six (6) months from the date hereof.
(b) If KFH intends to sell in a single transaction ten percent
(10%) or more of the Common Shares owned by KFH, notice of such intention
(the "Sale Notice") shall be given by KFH to Spiller not later than
fifteen (15) days prior to the intended sale date.
4. PAYMENT OF THE SPILLER ACQUISITION COST.
(a) Upon payment by Spiller to KFH of the Spiller Acquisition
Cost, other than in the case of clause (y) of paragraph 4(b) below, KFH
shall cause to be issued to Spiller a stock certificate for the shares of
Common Stock that are the subject of such payment, with such legends and
other provisions as are required by law. Spiller's payment of the Spiller
Acquisition Cost to KFH may be made at any time, but in no event later
than as provided herein.
(b) Upon KFH's giving a Sale Notice to Spiller as a party
hereto, Spiller shall elect, by giving written notice to KFH within five
(5) days of the Sale Notice, to either (x) pay to KFH an amount equal to
the Spiller Acquisition Cost, or (y) receive the net proceeds relating to
7% of the Common Shares so sold by KFH, reduced by the Spiller Acquisition
Cost relating to such Common Shares. In the event that Spiller elects to
proceed under clause (y) described above, then Spiller shall not be
entitled to receive any stock certificates representing such Common
Shares, and shall be deemed to have sold such Common Shares. In the case
of clause (x) above, the full amount of such Spiller Acquisition Cost
shall be paid to KFH not later than the date of the intended sale or, if
later, the date that is the fifteenth (15th) day after the Sale Notice is
given by KFH to Spiller.
(c) If no Sale Notice is provided by KFH to Spiller on or
before January 18, 2001, Spiller shall pay to KFH an amount equal to the
Spiller Acquisition Cost. The full amount of such Spiller Acquisition
Cost shall be paid to KFH not later than February 18, 2001.
(d) The amount payable by Spiller to KFH shall equal the
Spiller Acquisition Cost as set forth herein without regard to the price
to be paid by the purchaser for any share of Common Stock of the Company
pursuant to a sale giving rise to a Sale Notice and without regard to any
otherwise determined value of a share of Common Stock of the Company upon
any such sale on any date prior to and including January 18, 2001. In
addition, the Spiller Acquisition Cost shall also include an interest
factor of 8% per annum, compounded monthly, on the amount of the Spiller
Acquisition Cost, from the date hereof through and including any payment
date of the Spiller Acquisition Cost, which shall be due and payable
simultaneously with the payment of the Spiller Acquisition Cost.
5. MISCELLANEOUS.
(a) The number of the Common Shares in which Spiller has a
beneficial interest as herein set forth shall be adjusted to properly
reflect the rights granted to Spiller hereunder in the event that the
Company is affected by recapitalization, reorganization, reclassification,
or a like event.
(b) Except as set forth in subdivision (c) of this paragraph 5,
Spiller does not have the right to assign this Agreement or the rights or
benefits hereunder.
(c) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, trustees, legal
representatives, administrators, executors, successors, and permitted
assigns.
(d) All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been
given when mailed in any United States post office enclosed in a
registered or certified postage prepaid envelope and addressed to the
addresses first set forth above, or to such other address as any party may
specify by notice to other party given in the manner provided for herein.
(e) This Agreement is made and executed and shall be governed
by the laws of the State of New York.
(f) The parties shall deliver any and all other instruments or
documents required to be delivered pursuant to, or necessary or proper in
order to give effect to, all of the terms and provisions of this Agreement
including, without limitation, all necessary stock powers and such other
instruments of transfer as may be necessary or desirable to transfer
ownership of the Company Shares, and any filings required under any law or
regulation.
The signature of a party to this Agreement represents the party's
assent to the Agreement and the terms hereof.
Very truly yours,
KANDERS FLORIDA HOLDINGS, INC.
By:
Warren B. Kanders
President
ACCEPTED AND AGREED TO:
Jonathan M. Spiller
