<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A-1
(Mark One)
|x| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 29, 1997
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission file number 0-18863
ARMOR HOLDINGS, INC.
- -----------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 59-3392443
--------- ----------
(State or other jurisdiction of (I.R.S. Employer ID #)
incorporation or organization)
13386 International Parkway, Jacksonville, Florida 32218
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(904) 741-5400
- -------------------------------------------------------------------------------
(Issuer's telephone number)
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 __
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X No __
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of May 12, 1997: $.01 par value Common Stock - 11,826,012
<PAGE>
Item 1 and Item 6(b) of Part II of the report on Form 10-QSB of Armor
Holdings, Inc. (the "Company") for the quarter ended March 29, 1997 is hereby
amended and restated in its entirety to read as follows:
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On January 30, 1997, the Company and DTC (collectively, the
"Plaintiffs") commenced a proceeding in the Supreme Court of the State of New
York, New York County (the "Court"), against XM Corporation, f/k/a Defense
Technology Corporation of America, a Wyoming corporation ("DTCoA"), Robert L.
Oliver and Sandra A. Oliver (collectively, the "Defendants"). This lawsuit
relates to that certain Asset Purchase Agreement entered into by the
aforementioned parties on August 23, 1996 (the "Asset Purchase Agreement"),
pursuant to which the Plaintiffs acquired substantially all of the assets of
DTCoA in exchange for cash, shares of Common Stock of the Company, and the
assumption by the Plaintiffs of certain specified liabilities, and that certain
Authorized Distributor Agreement dated September 30, 1996 between the Company,
XM Corporation ("XMC") and Robert L. Oliver (the "Authorized Distributor
Agreement"), pursuant to which XMC agreed to act as a non-exclusive distributor
of products manufactured by DTC in the international markets.
On May 12, 1997, the Plaintiffs served an amended complaint on the
Defendants. In their amended complaint, the Plaintiffs have alleged that the
Defendants breached the terms of the Asset Purchase Agreement by, among other
things: (i) failing to pay certain receivables payment for which was guaranteed
by the Defendants; (ii) failing to pay certain liabilities not assumed by the
Plaintiffs; (iii) failing to pay the agreed-upon adjustment to the purchase
price based upon a Net Tangible Asset Value (as defined in the Asset Purchase
Agreement); (iv) continuing to represent themselves as "Defense Technology"
after the closing of the transaction; and (v) engaging in business competitive
with the Plaintiffs' business. Plaintiffs also claim that the Defendants have
breached the Guaranty Agreement executed on August 23, 1996 in connection with
the Asset Purchase Agreement. The Plaintiffs have also alleged in their
complaint that the Defendants have breached the terms of the Authorized
Distributor Agreement by, among other things: (i) failing to pay certain
invoices within thirty (30) days of issuance; (ii) failing to provide adequate
service to customers; (iii) shipping goods in violation of applicable export
laws and regulations; (iv) using the "Defense Technology" name on export
licenses and otherwise falsely claiming to be the owners of DTC; and (v)
engaging in business competitive with the Plaintiffs' business.
In their amended complaint, the Plaintiffs have asserted claims for,
among other things, breach of contract, declaratory judgment, conversion,
breach of fiduciary duty and a permanent injunction. The relief sought by the
Plaintiffs includes, among other things, monetary damages totaling
approximately $513,680, plus accruals thereto and interest thereon, punitive
damages, and such other damages as the Court may deem just and proper. As of
March 14, 1997, therefore, the Company's total damage claims against the
Defendants were in excess of $1,500,000.
<PAGE>
On April 3, 1997, the Defendants filed with the Court an answer and
counterclaims to the Plaintiffs' complaint.
The Defendants have denied each of the Plaintiffs' allegations and
have asserted several affirmative defenses, including, among other things,
that: (i) the Plaintiffs have breached the Asset Purchase Agreement and the
Authorized Distributor Agreement; (ii) the Plaintiffs fraudulently entered into
the Asset Purchase Agreement; (iii) the Plaintiffs failed to comply with the
requirements of United States governmental authorities in connection with the
Defendants' export licenses; (iv) the Plaintiffs interfered with the
Defendants' contracts with its international customers.
Defendants have counterclaimed for breach of the terms of the Asset
Purchase Agreement by, among other things, alleging that Plaintiffs: (i) failed
to negotiate the net tangible assets of DTCoA in good faith; (ii) failed to
demonstrate that they placed in escrow certain stock of the Company for the
benefit of the Defendants; (iii) failed to expressly assume a contract for the
national distribution of products with Aardvark Tactical, Inc. (the "Aardvark
contract"); and (iv) fraudulently entered into the Asset Purchase Agreement
with no intent of assuming the Aardvark contract.
Defendants have also counterclaimed for breach of the Authorized
Distributor Agreement by, among other things, alleging that Plaintiffs: (i)
failed to provide the Defendants with necessary sales assistance; (ii) took
over the distribution to Defendants' international customers themselves; (iii)
defamed the Defendants to their international customers; and (iv) otherwise
interfered with the Defendants' contractual relations.
In their counterclaims, the Defendants have asserted claims for, among
other things, breach of contract (or in the alternative, specific performance
and rescission), unjust enrichment, interference with contracts, defamation,
injurious falsehood, declaratory judgment, fraud and mistake.
This lawsuit is in the preliminary phases of litigation. The Company
believes that the counterclaims asserted against it are without merit, and
intends to vigorously defend such counterclaims.
ITEM 6. EXHIBITS & REPORTS ON FORM 8-K
b. The Company filed a report on Form 8-K on April 22, 1997 in
connection with the company's acquisition of all of the
outstanding share capital of Supercraft, the DSL Transaction
and the restructuring of the credit facility with Barnett
Bank.
-2-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ARMOR HOLDINGS, INC.
/s/ Jonathan M. Spiller
---------------------------------------
Jonathan M. Spiller
President and Chief Executive Officer
Dated: May 14, 1997
/s/ Carol T. Burke
--------------------------------------
Carol T. Burke
Vice President of Finance
Dated: May 14, 1997
-3-
