<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO. ]
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ARMOR HOLDINGS, INC.
--------------------
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ARMOR HOLDINGS, INC.
13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FLORIDA 32218
May 4, 1998
To Our Stockholders:
On behalf of your Company's Board of Directors, I cordially invite you to
attend the Annual Meeting of Stockholders to be held on June 10, 1998, at
10:00 A.M., New York City time, at The Metropolitan Club, 1 East 60th Street,
New York, New York 10022.
The accompanying Notice of Meeting and Proxy Statement cover the details
of the matters to be presented.
A copy of the 1997 Annual Report is included with this mailing.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, I URGE THAT
YOU PARTICIPATE BY COMPLETING AND RETURNING YOUR PROXY AS SOON AS POSSIBLE.
YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. YOU MAY REVOKE YOUR
PROXY AND VOTE IN PERSON IF YOU DECIDE TO ATTEND THE ANNUAL MEETING.
Cordially,
ARMOR HOLDINGS, INC.
Jonathan M. Spiller
President and
Chief Executive Officer
<PAGE>
ARMOR HOLDINGS, INC.
13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FLORIDA 32218
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 1998
To Our Stockholders:
The Annual Meeting of Stockholders of Armor Holdings, Inc., a Delaware
corporation, will be held on Wednesday, June 10, 1998, at The Metropolitan
Club, 1 East 60th Street, New York, New York 10022, at 10:00 A.M., New York
City time, or any adjournment or postponement thereof (the "Annual Meeting"),
for the following purposes:
1. To elect seven members to serve on the Board of Directors until the
next annual meeting of stockholders and until their successors are duly
elected and qualified; and
2. To transact such other business as may properly be brought before the
Annual Meeting.
Only stockholders of record at the close of business on April 27, 1998
shall be entitled to notice of and to vote at the Annual Meeting. A copy of
the Annual Report for the fiscal year ended December 27, 1997 is being mailed
to stockholders simultaneously herewith.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT
TO ATTEND THE ANNUAL MEETING. YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING.
Carol T. Burke
Secretary
<PAGE>
ARMOR HOLDINGS, INC.
13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FLORIDA 32218
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 1998
INTRODUCTION
PROXY SOLICITATION AND GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy (the "Proxy Card") are
being furnished to the holders of common stock, par value $.01 per share (the
"Common Stock"), of Armor Holdings, Inc., a Delaware corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on Wednesday, June 10, 1998, at The Metropolitan Club, 1 East 60th
Street, New York, New York 10022, at 10:00 A.M., New York City time, and at
any adjournment or postponement thereof (the "Annual Meeting"). This Proxy
Statement and the Proxy Card are first being sent to stockholders on or about
May 4, 1998.
At the Annual Meeting, holders of Common Stock (the "Stockholders") will
be asked:
1. To elect seven members to serve on the Board of Directors until the
next annual meeting of stockholders and until their successors are duly
elected and qualified; and
2. To transact such other business as may properly be brought before the
Annual Meeting.
The Board of Directors has fixed the close of business on April 27, 1998
as the record date for the determination of Stockholders entitled to notice
of and to vote at the Annual Meeting. Each such Stockholder will be entitled
to one vote for each share of Common Stock held on all matters to come before
the Annual Meeting and may vote in person or by proxy authorized in writing.
Stockholders are requested to complete, sign, date and promptly return the
Proxy Card in the enclosed envelope. Common Stock represented by properly
executed proxies received by the Company and not revoked will be voted at the
Annual Meeting in accordance with instructions contained therein. If the
Proxy Card is signed and returned without instructions, the shares will be
voted FOR the election of each nominee for director named herein. A
Stockholder who so desires may revoke his proxy at any time before it is
voted at the Annual Meeting by: (i) delivering written notice to the Company
(attention: Corporate Secretary); (ii) duly executing a proxy bearing a later
date; or (iii) casting a ballot at the Annual Meeting. Attendance at the
Annual Meeting will not in and of itself constitute a revocation of a proxy.
The Board of Directors knows of no other matters that are to be brought
before the Annual Meeting other than as set forth in the Notice of Meeting.
If any other matters properly come before the Annual Meeting, the persons
named in the enclosed form of proxy or their substitutes will vote in
accordance with their best judgment on such matters.
RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE
Only Stockholders as of the close of business on April 27, 1998 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were 16,258,279 shares of Common Stock
outstanding and entitled to vote, with each share entitled to one vote. See
"Security Ownership of Certain Beneficial Owners and Management."
<PAGE>
REQUIRED VOTES
A plurality of the votes cast by the holders of shares of Common Stock
present in person or by proxy at the Annual Meeting at which a quorum is
present is required for the election of a nominee for director. The directors
and officers of the Company (collectively "Management") own, in the
aggregate, approximately 30% of the outstanding shares of the Company's
Common Stock and have indicated their intention to vote for each director
nominee.
PROXY SOLICITATION
The Company will bear the costs of the solicitation of proxies for the
Annual Meeting. Directors, officers and employees of the Company may solicit
proxies from Stockholders by mail, telephone, telegram, personal interview or
otherwise. Such directors, officers and employees will not receive additional
compensation but may be reimbursed for out-of-pocket expenses in connection
with such solicitation. Brokers, nominees, fiduciaries and other custodians
have been requested to forward soliciting material to the beneficial owners
of Common Stock held of record by them and such custodians will be reimbursed
for their reasonable expenses.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the Company's independent public
accountants for the fiscal year ended December 27, 1997 ("Fiscal 1997"), and
the Board of Directors has selected Deloitte & Touche LLP to serve in such
capacity for the current fiscal year. Representatives of Deloitte & Touche
LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions of stockholders.
IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE STOCKHOLDERS'
INTERESTS BE REPRESENTED AT THE ANNUAL MEETING. THEREFORE, EVEN IF YOU INTEND
TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY TO INSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE
PRESENT AT THE ANNUAL MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR
PROXY AND VOTE IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE
COMPANY. PLEASE RETURN YOUR EXECUTED PROXY PROMPTLY.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of April 27, 1998 by (i) each person
who is known by the Company to own beneficially more than 5% of the
outstanding shares of the Common Stock; (ii) each director and named
executive officer and (iii) all named executive officers and directors as a
group. Unless otherwise indicated, each of the stockholders shown in the
table below has sole voting and investment power with respect to the shares
beneficially owned. Unless otherwise indicated, the address of each person
named in the table below is c/o Armor Holdings, Inc., 13386 International
Parkway, Jacksonville, Florida 32218.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP(1)
-----------------------
NAMED EXECUTIVE OFFICERS,
DIRECTORS OR 5% STOCKHOLDERS NUMBER PERCENT
- --------------------------------------------------------------- ------------ ---------
<S> <C> <C>
Warren B. Kanders and Kanders
Florida Holdings, Inc.(2) 3,937,178 24.2%
Nevis Capital Management, Inc.(3) 1,373,600 8.4
FS Partners, LLC(4) 1,277,024 7.9
Richmont Capital Partners I, L.P.(5) 825,000 5.0
Jonathan M. Spiller(6) 790,205 4.7
Burtt R. Ehrlich(7) 264,100 1.6
Nicholas Sokolow(8) 180,000 1.1
Thomas W. Strauss(9) 100,000 *
Richard T. Bistrong(10) 83,334 *
Carol T. Burke(11) 35,000 *
Alair A. Townsend(12) 30,516 *
Richard C. Bartlett(13) 0 *
Robert R. Schiller(14) 0 *
J. Lawrence Battle(15) 0 *
All executive officers and directors as a group (11
persons)(16) 5,420,333 32.0%
</TABLE>
- ------------
* Less than 1%
(1) As used in this table, a beneficial owner of a security includes any
person who, directly or indirectly, through contract, arrangement,
understanding, relationship or otherwise has or shares (i) the power
to vote, or direct the voting of, such security or (ii) investment
power which includes the power to dispose, or to direct the
disposition of, such security. In addition, a person is deemed to be
the beneficial owner of a security if that person has the right to
acquire beneficial ownership of such security within 60 days.
(2) Of such shares, 3,637,178 shares are owned by Kanders Florida
Holdings, Inc., of which Mr. Kanders is the sole stockholder and sole
director, and 300,000 shares are owned by the Kanders Florida
Holdings, Inc. 1996 Charitable Remainder Unitrust, of which Mr.
Kanders is trustee. Mr. Kanders disclaims beneficial ownership of the
shares owned by the trust.
(3) All such shares are owned by Snowden Limited Partnership of which
Nevis Capital Management, Inc. is the general partner. The address of
Nevis Capital Management, Inc. is 1119 St. Paul Street, Baltimore,
Maryland 21202.
(4) The address of FS Partners, LLC is 767 Fifth Avenue, 50th Floor, New
York, New York 10153.
(5) Includes options to purchase 300,000 shares of Common Stock. The
address of Richmont Capital Partners I, L.P. ("Richmont") is 4300
Westgrove Drive, Dallas, Texas 75248.
(6) Includes options to purchase 447,418 shares of Common Stock, 100,000
of which were granted under the Company's Amended and Restated 1996
Stock Option Plan. Also includes 43,541 shares owned by Mr. Spiller's
children, of which Mr. Spiller disclaims beneficial ownership. Does
not include 91,823 shares of which Mr. Spiller may be deemed to have
a beneficial ownership interest pursuant to an agreement with Kanders
Florida Holdings, Inc.
(7) Includes options to purchase 50,000 shares of Common Stock under the
Company's Amended and Restated 1996 Non-Employee Directors Stock
Option Plan. Also includes 13,400 shares owned by Mr. Ehrlich's
children and 25,600 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.
3
<PAGE>
(8) Includes options to purchase 50,000 shares of Common Stock under the
Company's Amended and Restated 1996 Non-Employee Directors Stock
Option Plan. Also includes 100,000 shares owned by S.T. Investors
Fund, LLC, 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. Also includes 10,000 shares owned by
Mr. Sokolow's profit sharing plan.
(9) Includes options to purchase 50,000 shares of Common Stock under the
Company's Amended and Restated 1996 Non-Employee Directors Stock
Option Plan.
(10) Includes options to purchase 53,334 shares of Common Stock.
(11) Includes options to purchase 25,000 shares of Common Stock.
(12) Includes 5,516 shares of Common Stock and options to purchase 25,000
shares of Common Stock under the Company's Amended and Restated 1996
Non-Employee Directors Stock Option Plan.
(13) Mr. Bartlett does not own any shares individually. Mr. Bartlett is
Chairman of The Richmont Group, whose affiliate, Richmont, is the
beneficial owner of 825,000 shares of Common Stock. Mr. Bartlett
disclaims beneficial ownership of the shares owned by Richmont.
(14) Mr. Schiller does not own any shares of Common Stock. Pursuant to the
terms of his employment agreement, Mr. Schiller was granted options
to purchase 150,000 shares of Common Stock on July 24, 1996 under the
Company's Amended and Restated 1996 Stock Option Plan at an exercise
price of $6.06 per share, the market price of the Common Stock on the
date of the grant. The options vest over a period of three years from
the date of the grant, and all options become exercisable on July 24,
1999.
(15) Mr. Battle does not own any shares of Common Stock. Pursuant to the
terms of his employment agreement, Mr. Battle was granted options to
purchase 75,000 shares of Common Stock under the Company's Amended
and Restated 1996 Stock Option Plan as of September 2, 1997, at an
exercise price of $10.4375 per share, the market price of the Common
Stock on the date of the grant. The options vest over a period of
three years from July 21, 1997, and all options become exercisable on
July 21, 2000.
(16) See footnotes (2) and (6-15).
The Company is not aware of any material proceedings to which any
director, executive officer or affiliate of the Company or any security
holder, including any owner of record or beneficially of more than 5% of any
class of the Company's voting securities, is a party adverse to the Company
or has a material interest adverse to the Company.
The Company is not aware of any material pending legal proceedings, other
than ordinary routine litigation incidental to the business of the Company,
to which any director or officer of the Company is a party or of which any of
their property is the subject.
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that there shall
be three to fifteen directors, with such number to be fixed by the Board of
Directors. Effective at the time and for the purposes of the Annual Meeting,
the number of directors of the Company, as fixed by the Board of Directors
pursuant to the Bylaws of the Company, is seven.
Directors of the Company are elected annually at the annual meeting of
stockholders. Their respective terms of office continue until the next annual
meeting of stockholders and until their successors have been elected and
qualified in accordance with the Company's Bylaws. There are no family
relationships among any of the directors or executive officers of the
Company.
Unless otherwise specified, each proxy received will be voted for the
election as directors of the seven nominees named below to serve until the
1999 Annual Meeting of Stockholders and until their successors shall be duly
elected and qualified. Each of the nominees has consented to be named a
nominee in the Proxy Statement and to serve as a director if elected. Should
any nominee become unable or unwilling to accept a nomination or election,
the persons named in the enclosed proxy will vote for the election of a
nominee designated by the Board of Directors or will vote for such lesser
number of directors as may be prescribed by the Board of Directors in
accordance with the Company's Bylaws.
The following persons currently serve and have been nominated as
directors:
WARREN B. KANDERS, 40, has served as Chairman of the Board of Directors
of the Company since January 1996. From October 1992 to May 1996, Mr. Kanders
served as Vice Chairman of the Board of Directors of Benson Eyecare
Corporation. From June 1992 to March 1993, Mr. Kanders was the President and
a Director of Pembridge Holdings, Inc.
4
<PAGE>
JONATHAN M. SPILLER, 46, has served as a Director and President of the
Company since July 1991 and as Chief Executive Officer since September 1993.
From June 1991 to September 1993, Mr. Spiller served as the Company's Chief
Operating Officer.
BURTT R. EHRLICH, 58, has served as a Director of the Company since
January 1996. Mr. Ehrlich served as Chairman and Chief Operating Officer of
Benson Eyecare Corporation from 1986 until October 1992 and as a Director of
Benson Eyecare Corporation until 1995. Mr. Ehrlich is a Director of Katz
Digital Printing Company.
NICHOLAS SOKOLOW, 48, has served as a Director of the Company since
January 1996. Mr. Sokolow is a partner in the law firm of Sokolow, Dunaud,
Mercadier & Carreras. From June 1973 until October 1994, Mr. Sokolow was an
associate and partner in the law firm of Coudert Brothers. From 1994 until
December 1997, Mr. Sokolow was a Director of Rexel, Inc.
THOMAS W. STRAUSS, 55, has served as a Director of the Company since May
1996. Since 1995, Mr. Strauss has been a Principal with Ramius Capital Group,
a privately held investment management firm. From June 1993 until July 1995,
Mr. Strauss was Co-Chairman of Granite Capital International Group. From 1963
to 1991, Mr. Strauss served in various capacities with Salomon Brothers Inc,
including President and Vice-Chairman.
RICHARD C. BARTLETT, 62, has served as a Director of the Company since May
1996. Mr. Bartlett has served as Vice Chairman of Mary Kay Holding
Corporation since January 1993 and served as President, Chief Operating
Officer and Director of Mary Kay Inc. from 1987 through 1992. Mr. Bartlett
has served as Chairman of the Board of Directors since 1995 and Chief
Executive Officer from 1994 to 1995 of The Richmont Group, a holding company
with portfolio businesses including financial services, apparel, sporting
goods and restaurant chains.
ALAIR A. TOWNSEND, 56, has served as a Director of the Company since
December 1996. Since February 1989, Ms. Townsend has been Publisher of
Crain's New York Business. Ms. Townsend currently serves as a Director of the
American Stock Exchange, and previously served as New York City's Deputy
Mayor for Finance and Economic Development from February 1985 to January
1989.
VOTE REQUIRED
The nominees for directors who receive a plurality of the votes cast by
the holders of the outstanding Common Stock entitled to vote at the Annual
Meeting at which a quorum is present will be elected to the Board of
Directors.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR each of the above-named
director nominees.
INFORMATION CONCERNING MEETINGS OF THE BOARD OF
DIRECTORS AND BOARD COMMITTEES AND DIRECTOR COMPENSATION
During Fiscal 1997, the Board of Directors held seven meetings. The Board
of Directors has standing Audit, Compensation, Nominating and Option
Committees. During Fiscal 1997, all of the directors then in office attended
at least 75% of the total number of meetings of the Board of Directors and
the Committees of the Board of Directors on which they served. The Audit,
Compensation, Nominating and Option Committees do not meet on a regular
basis, but only as circumstances require.
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to the Board of
Directors the appointment of independent auditors for the Company and to
analyze the reports and recommendations of such auditors. The committee also
monitors the adequacy and effectiveness of the Company's financial controls
and reporting procedures. During Fiscal 1997, the Audit Committee consisted
of Ms. Townsend (Chairwoman), and Messrs. Kanders and Strauss. The Audit
Committee met once during Fiscal 1997.
5
<PAGE>
COMPENSATION COMMITTEE
The purpose of the Compensation Committee is to recommend to the Board of
Directors the compensation and benefits of the Company's executive officers
and other key managerial personnel. During Fiscal 1997, the Compensation
Committee consisted of Messrs. Sokolow (Chairman), Kanders and Ehrlich. The
Compensation Committee met twice during Fiscal 1997.
NOMINATING COMMITTEE
The purpose of the Nominating Committee is to identify, evaluate and
nominate candidates for election to the Board of Directors. The Nominating
Committee will consider nominees recommended by Stockholders. The names of
such nominees should be forwarded to Carol T. Burke, Secretary, Armor
Holdings, Inc., 13386 International Parkway, Jacksonville, Florida 32218, who
will submit them to the committee for its consideration. During Fiscal 1997,
the Nominating Committee consisted of Messrs. Kanders (Chairman), Bartlett
and Sokolow. The Nominating Committee did not meet during Fiscal 1997.
OPTION COMMITTEE
The purpose of the Option Committee is to administer the Company's Amended
and Restated 1996 Stock Option Plan (the "1996 Option Plan") and Amended and
Restated 1996 Non-Employee Directors Stock Option Plan (the "1996 Directors
Plan"), and to recommend to the Board of Directors awards of options to
purchase Common Stock of the Company thereunder. During Fiscal 1997, the
Option Committee consisted of Messrs. Ehrlich (Chairman) and Kanders. The
Option Committee met once during Fiscal 1997.
COMPENSATION OF DIRECTORS
In 1997, no compensation was paid to directors of the Company for their
services as directors. Directors who are not employees of the Company
("Non-Employee Directors") are compensated for their services as directors
through their participation in the 1996 Directors Plan. The 1996 Directors
Plan is a formula plan pursuant to which non-qualified options to acquire
75,000 shares of Common Stock are automatically granted to each Non-Employee
Director on the date of his or her initial election or appointment to the
Board of Directors in consideration for service as a director. The exercise
price for all 75,000 options granted to each Non-Employee Director under the
1996 Directors Plan is the closing price of the Common Stock on the date of
the grant as quoted on the composite tape of the American Stock Exchange, or
on such exchange as the Common Stock may then be trading. All of the 300,000
options outstanding under the 1996 Directors Plan were granted to
Non-Employee Directors in 1996. No option grants under the 1996 Directors
Plan were made in 1997.
Messrs. Kanders and Bartlett, each of whom is a Non-Employee Director,
voluntarily renounced their eligibility to participate in the 1996 Directors
Plan.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Except as hereinafter provided with respect to Mr. Spiller, 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 "Commission")
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.
6
<PAGE>
Mr. Spiller was the President and Chief Executive Officer of the Company
at the time the Company filed for Chapter 11 bankruptcy protection in May
1992 through the confirmation on September 20, 1993 of the Company's Plan of
Reorganization.
EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each of the
executive officers of the Company as of April 27, 1998. The executive
officers of the Company are appointed by and serve at the discretion of the
Board of Directors of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------- ----- --------------------------------------
<S> <C> <C>
Jonathan M. Spiller 46 Director, President and Chief
Executive Officer
J. Lawrence Battle 47 President and Chief Operating
Officer--Manufactured Products
Division
Carol T. Burke 36 Vice President--Finance, Secretary and
Treasurer
Robert R. Schiller 35 Vice President--Corporate Development
</TABLE>
JONATHAN M. SPILLER has served as President and as a Director of the
Company since July 1991 and as Chief Executive Officer since September 1993.
From June 1991 to September 1993, Mr. Spiller served as the Company's Chief
Operating Officer. Mr. Spiller is a chartered and certified public accountant
and was previously a partner in the international accounting firm of Deloitte
& Touche LLP, where he served for 18 years.
J. LAWRENCE BATTLE joined the Company on July 21, 1997 as President and
Chief Operating Officer of its Manufactured Products Division. From September
1996 until April 1997, Mr. Battle served as Chief Development Officer of
Physician Solutions, Inc. From August 1994 to September 1996, Mr. Battle
served as President and Chief Operating Officer of Dayton Parts, Inc. From
August 1992 to August 1994, Mr. Battle served as President of Nutritional
Support Services, L.P. From 1987 to 1991, Mr. Battle was Vice President and
General Manager of the Automotive Products Division of Ferodo America Inc., a
subsidiary of T&N, plc.
CAROL T. BURKE has served as Vice President of Finance of the Company
since January 1996 and currently serves as Secretary and Treasurer of the
Company. From March 1996 to October 1997, Ms. Burke served as Secretary of
the Company. Ms. Burke joined the Company as Controller in January 1995. From
1990 to January 1995, Ms. Burke was a Senior Finance Manager at the Walt
Disney Company.
ROBERT R. SCHILLER has served as Vice President of Corporate Development
of the Company since July 1996. From 1994 to July 1996, Mr. Schiller was a
Principal in the merchant banking firm of Circadian Capital Corporation and
from 1993 to 1995 he was a Director of Corporate Finance for Jonathan Foster
& Co. L.P. From January 1995 to September 1995, Mr. Schiller served as Chief
Financial Officer of Troma, Inc., an independent film studio. From 1991 to
1992, Mr. Schiller served as Vice President of the Special Situation
Investment Fund, an investment fund controlled by the Brooke Group.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth information concerning
the annual and long-term compensation earned by the Company's chief executive
officer and each of the other most highly compensated executive officers of
the Company whose annual salary and bonus during Fiscal 1997 exceeded
$100,000 (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION(1) COMPENSATION
------------------------------------------------------
SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION
- -------------------------------------- -------- ------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Jonathan M. Spiller 1997 $200,000 $250,000 250,000 0
Chief Executive Officer and President 1996 160,000 60,000 24,000 $ 5,775(2)
1995 160,000 21,000 18,000 --
J. Lawrence Battle 1997 68,652(3) 0 75,000 $12,500(4)
President and Chief Operating -- -- -- -- --
Officer--Manufactured -- -- -- -- --
Products Division
David W. Watson 1997 45,769(5) 0 75,000(5)(6) $ 6,739(7)
Former Vice President, Chief -- -- -- -- --
Financial Officer, Secretary and -- -- -- -- --
Treasurer
Robert R. Schiller 1997 130,000 0 0 0
Vice President--Corporate 1996 44,210(8) 45,000 150,000 17,500(9)
Development 1995 -- -- -- --
Richard T. Bistrong 1997 120,000 151,523(10) 0 0
Vice President--Sales and Marketing 1996 120,000 107,000 50,000 0
1995 120,000 105,000 50,000 0
Carol T. Burke 1997 91,000 13,000 0 0
Vice President--Finance, Secretary 1996 74,000 9,000 30,000 0
and Treasurer 1995 61,298 0 15,000 0
</TABLE>
- ------------
(1) The Company has no long-term incentive compensation plan for
executive officers and employees of the Company other than the 1994
Incentive Stock Option Plan (which was discontinued for the purpose
of further stock option grants on January 19, 1996), and the 1996
Option Plan and various individually granted options. The Company
does not award stock appreciation rights, restricted stock awards or
long term incentive plan pay-outs.
(2) Represents the dollar value of 7,500 stock award grants awarded to
Mr. Spiller in December 1995, which grants became fully vested on
January 19, 1996. Does not include any amounts that Mr. Spiller may
receive with respect to 316,823 shares of Common Stock owned by
Kanders Florida Holdings, Inc. upon the earlier to occur of (i) the
sale by Kanders Florida Holdings, Inc. of at least 452,604 shares of
Common Stock or (ii) January 18, 1999. The 316,823 shares of Common
Stock to which Mr. Spiller may have rights was reduced to 91,823 shares
as of July 30, 1997, the date the Company closed a public offering of
its shares of Common Stock, in which 225,000 of the 316,823 shares were
sold as part of the underwriters' over-allotment option.
(3) Mr. Battle became an employee of the Company on July 21, 1997. He was
paid at an annual rate of salary of $150,000.
(4) Represents a one time relocation bonus paid to Mr. Battle to cover
the costs of his relocation to Jacksonville, Florida.
(5) Mr. Watson became an employee of the Company on August 25, 1997. He
was paid at an annual rate of salary of $140,000. Effective March 18,
1998, Mr. Watson voluntarily terminated his employment with the
Company. For more information regarding the termination of Mr.
Watson's employment with the Company, see "Executive
Compensation--Employment Agreements."
(6) Upon the voluntary termination of his employment with the Company,
the options granted to Mr. Watson expired. For more information
regarding the termination of Mr. Watson's employment with the
Company, See "Executive Compensation--Employment Agreements."
(7) Represents relocation expenses paid to Mr. Watson to cover the costs
of his relocation to Jacksonville, Florida.
(8) Mr. Schiller became an employee of the Company on July 24, 1996. He
was paid at an annual rate of salary of $120,000.
(9) Represents compensation earned by Mr. Schiller in his capacity as a
consultant to the Company prior to the execution of his employment
agreement.
(10) Of this amount, $71,523 was earned in 1997 but not paid until 1998.
8
<PAGE>
OPTIONS GRANTED IN FISCAL 1997
The following information is furnished for Fiscal 1997 with respect to the
Company's Named Executive Officers for stock options granted during such
fiscal year. Stock options were granted without tandem stock appreciation
rights. The Company did not grant any freestanding stock appreciation rights
in Fiscal 1997.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE MARKET PRICE OPTION TERM
OPTIONS EMPLOYEES IN PRICE PER PER SHARE ON EXPIRATION --------------------------
NAME GRANTED(#)(1) FISCAL YEAR SHARE DATE OF GRANT DATE 5%($) 10%($)
- ------------------- ------------ -------------- ----------- --------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jonathan M. Spiller 100,000 51.5%(2) $10.4375 $10.4375 9/2/2007 $656,409 $1,663,469
100,000 * (2) 11.00 10.4375 9/2/2007 600,159 1,607,219
50,000 * (2) 12.00 10.4375 9/2/2007 250,079 753,609
J. Lawrence Battle 75,000 15.5 10.4375 10.4375 9/2/2007 492,307 1,247,602
David W. Watson 75,000(3) 15.5 10.4375 10.4375 3/18/1998 -- --
Robert R. Schiller 0 -- -- -- -- -- --
Richard T. Bistrong 0 -- -- -- -- -- --
Carol T. Burke 0 -- -- -- -- -- --
</TABLE>
- ------------
(1) All options granted to such officers have a term of ten years and
were granted under the 1996 Option Plan.
(2) Options granted to Mr. Spiller in 1997 were aggregated in calculating
the percentage listed.
(3) These options expired upon Mr. Watson's voluntary termination of his
employment with the Company, effective March 18, 1998. For more
information regarding the termination of Mr. Watson's employment with
the Company, see "Executive Compensation--Employment Agreements."
AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR END OPTION VALUES
The following table contains certain information regarding stock options
exercised during and options to purchase Common Stock held as of December 27,
1997, by each of the Named Executive Officers. The stock options listed below
were granted without tandem stock appreciation rights. The Company has no
freestanding stock appreciation rights outstanding.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
SHARES ------------------------------ ------------------------------
12/27/97(#) 12/27/97($)(1)
ACQUIRED ON VALUE ------------------------------ ------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
- ------------------- ------------- ----------- ------------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jonathan M. Spiller 0 $ 0 574,000 150,000 $4,654,575 $ 0
J. Lawrence Battle 0 0 0 75,000 0 18,750
David W. Watson 0 0 0 75,000(2) 0 18,750
Robert R. Schiller 0 0 0 150,000 0 694,125
Richard T. Bistrong 30,000 293,400 36,667 33,333 356,312 323,913
Carol T. Burke 0 0 35,000 10,000 340,113 97,175
</TABLE>
- ------------
(1) Calculated on the basis of $10.6875 per share, the last reported sale
price of the Common Stock on the American Stock Exchange on December
26, 1997, less the exercise price payable for such shares.
(2) These options expired upon Mr. Watson's voluntary termination of his
employment with the Company, effective March 18, 1998. For more
information regarding the termination of Mr. Watson's employment with
the Company, see "Executive Compensation--Employment Agreements."
9
<PAGE>
REPORT ON EXECUTIVE COMPENSATION BY THE BOARD OF DIRECTORS
AND THE COMPENSATION COMMITTEE
COMPENSATION POLICY
The Compensation Committee of the Board of Directors is responsible for
setting and administering the policies which govern annual executive
salaries, raises and bonuses and the award of stock options (in the case of
options to be granted under the Company's 1996 Option Plan, such
responsibility is generally limited to the actions taken by the Option
Committee of the Board of Directors, although at times the full Board will
grant options without having first received recommendations from the Option
Committee). The Compensation Committee is composed of Messrs. Sokolow,
Kanders and Ehrlich, each of whom is a Non-Employee Director.
The Company's executive compensation program emphasizes Company
performance, individual performance and an increase in stockholder value over
time in determining executive pay levels. The Company's executive
compensation program consists of three key elements: (i) low annual base
salaries; (ii) a performance-based annual bonus; and (iii) periodic grants of
stock options. The Compensation Committee believes that this three-part
approach best serves the interests of the Company and its stockholders by
motivating executive officers to improve the financial position of the
Company, holding executives accountable for the performance of the
organizations for which they are responsible and by attracting key executives
into the service of the Company. Under the Company's compensation program,
annual compensation for the Company's executive officers is composed of a
significant portion of pay that is "at risk"--specifically, the annual bonus
and stock options. Annual performance bonuses also permit executive officers
to be recognized on an annual basis. Such bonuses are based largely on an
evaluation of the contribution made by the executive officer to the Company's
overall performance. Stock options, which are generally awarded under the
Company's 1996 Option Plan, relate a significant portion of long-term
remuneration directly to stock price appreciation realized by all of the
Company's stockholders.
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
As President and Chief Executive Officer of the Company, Mr. Spiller was
compensated during Fiscal 1997 pursuant to an employment agreement entered
into in January 1996. Mr. Spiller's employment agreement currently provides
for an annual base salary of $200,000, which may be increased, and for yearly
bonuses based upon the Company's net income. In addition, Mr. Spiller is
entitled, at the discretion of the Option Committee of the Board of
Directors, to participate in the 1996 Option Plan and other bonus plans
adopted by the Company based on his performance and the Company's
performance. Mr. Spiller's employment agreement with the Company extends
through January 1999, subject to earlier termination under certain
circumstances. Mr. Spiller's employment with the Company will continue
following the expiration of the current three year term for successive one
year periods upon terms to be mutually agreed upon by the Company and Mr.
Spiller.
During Fiscal 1997, the Compensation Committee awarded a bonus of $250,000
to Mr. Spiller in recognition of his extraordinary efforts to the growth of
the Company since January 1996. In addition, effective September 2, 1997 and
in order to incentivize Mr. Spiller to continue to improve the Company's
financial position and thereby create stockholder value, the Option Committee
granted to Mr. Spiller options to acquire 250,000 shares of Common Stock. Of
the total option grant, options to purchase 100,000 shares of Common Stock
vested immediately and carried an exercise price of $10.4375, the market
price of the Common Stock on the effective date of the grant. Thereafter,
options to purchase 100,000 shares of Common Stock vest on December 31, 1998
and carry an exercise price of $11.00 per share, and options to purchase
50,000 shares of Common Stock vest on December 31, 1999 and carry an exercise
price of $12.00 per share. See "Executive Compensation--Options Granted in
Fiscal 1997."
MEMBERS OF THE COMPENSATION COMMITTEE
Nicholas Sokolow (Chairman)
Warren B. Kanders
Burtt R. Ehrlich
10
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who was an employee of the Company in Fiscal 1997 served on the
Compensation Committee in Fiscal 1997. During Fiscal 1997, no executive
officer of the Company (i) served as a member of the compensation committee
(or other board committee performing similar functions or, in the absence of
any such committee, the board of directors) of another entity, one of whose
executive officers served on the Company's Compensation Committee, (ii)
served as a director of another entity, one of whose executive officers
served on the Company's Compensation Committee, or (iii) served as a member
of the compensation committee (or other board committee performing similar
functions or, in the absence of any such committee, the board of directors)
of another entity, one of whose executive officers served as a director of
the Company.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(stock price appreciation plus reinvested dividends) of the Company's Common
Stock with the cumulative return (including reinvested dividends) of the
Standard & Poor's 500 Index, the Russell 2000 Index and certain companies
selected in good faith by Management of the Company. In Management's view,
such companies constitute a representative line-of-business comparison (the
"Peer Group"). Several of the companies comprising the Peer Group were not
publicly traded during the entire mandated comparison period. Returns for
these companies were therefore included in the presentation of the
performance graph for only those calendar years that such data was publicly
available. Returns for the Company for the period since March 1996 are as
quoted on the American Stock Exchange. Returns for the Company for the period
prior to March 1996 are based upon quoted bid prices as available on the OTC
Bulletin Board.
The companies comprising the Peer Group are Detection Systems, Inc.
Pinkerton's Inc., Pittston Co. -- Brinks Group, Simula Inc., Borg-Warner
Security, ITI Technologies, Wackenhut Corrections Corp., Vivid Technologies
Inc., Kroll-O'Gara Company, Firearms Training Systems, Cornell Corrections
and AHL Services.
PERFORMANCE GRAPH:
COMPARISON OF 5-YEAR CUMULATIVE RETURN AMONG
ARMOR HOLDINGS, ITS SELECTED PEER GROUP, AND CERTAIN INDEXES
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
ARMOR 100.00 75.00 100.00 275.00 787.50 1,068.75
PEER GROUP 100.00 149.16 139.07 171.05 169.90 226.87
RUSSELL 2000 100.00 117.00 113.28 142.97 164.07 197.74
S&P 500 100.00 110.09 111.54 153.47 188.71 251.68
11
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Jonathan M.
Spiller which provides that he will serve as the President and Chief
Executive Officer of the Company for an initial term expiring January 17,
1999. The agreement provides for a base salary of $200,000 effective January
1, 1997, subject to increase by the Board of Directors, and for yearly
bonuses based upon the Company's net income. Mr. Spiller will also be
entitled, at the discretion of the Option Committee of the Board of
Directors, to participate in the 1996 Option Plan and other bonus plans
adopted by the Company based on his performance and the Company's
performance. Mr. Spiller's employment with the Company will continue, unless
earlier terminated by Mr. Spiller or by the Company or due to Mr. Spiller's
death or disability, for successive one year periods, on terms to be mutually
agreed upon by the Company and Mr. Spiller.
The Company has entered into an employment agreement with J. Lawrence
Battle which provides that he will serve as President and Chief Operating
Officer--Manufactured Products Division of the Company for an initial term
expiring July 21, 2000, at a base salary of $150,000 per year. Mr. Battle
also received a one-time relocation bonus of $12,500. In addition to his base
salary, Mr. Battle received options under the 1996 Option Plan to purchase
75,000 shares of Common Stock at an exercise price per share equal to
$10.4375, the market price of the Common Stock on September 2, 1997, the
effective date of the grant. These options vest over a period of three years
from July 21, 1997. The vesting of the options may be accelerated on a pro
rata basis upon the occurrence of certain events. Pursuant to his employment
agreement, Mr. Battle will be entitled, at the discretion of the Option
Committee of the Board of Directors, to further participate in the 1996
Option Plan and other bonus plans adopted by the Company based on his
performance and the Company's performance. Mr. Battle's employment with the
Company will continue, unless earlier terminated by Mr. Battle or by the
Company or due to Mr. Battle's death or disability, for successive one year
periods, on terms to be mutually agreed upon by the Company and Mr. Battle.
The Company has entered into an employment agreement with Robert R.
Schiller which provides that he will serve as Vice President--Corporate
Development of the Company for an initial term expiring July 23, 1999, at a
base salary of $120,000 per year. Effective January 1, 1997, Mr. Schiller's
base salary was increased by the Company to $130,000 per year. Mr. Schiller
also received a one-time relocation bonus of $45,000. In addition to his base
salary, Mr. Schiller received options under the 1996 Option Plan to purchase
150,000 shares of Common Stock at an exercise price per share equal to $6.06,
the market price of the Common Stock on July 24, 1996, the date of the grant.
These options vest over a period of three years from the date of the grant,
and all of such options become exercisable on July 24, 1999. The vesting of
the options may be accelerated on a pro rata basis upon the occurrence of
certain events. Pursuant to his employment agreement, Mr. Schiller will be
entitled, at the discretion of the Option Committee of the Board of
Directors, to participate in the 1996 Option Plan and other bonus plans
adopted by the Company based on his performance and the Company's
performance. Mr. Schiller's employment with the Company will continue, unless
earlier terminated by Mr. Schiller or by the Company or due to Mr. Schiller's
death or disability, for successive one year periods, on terms to be mutually
agreed upon by the Company and Mr. Schiller.
The Company has entered into an employment agreement with Richard T.
Bistrong which agreement provides that he will serve as Vice President--Sales
and Marketing of American Body Armor & Equipment, Inc., a wholly-owned
subsidiary of the Company, for an initial term expiring January 17, 1999. The
agreement provides for a base salary of $120,000 and for yearly bonuses. In
addition to his base salary and bonus, Mr. Bistrong received non-qualified
stock options to purchase 21,250 shares of Common Stock and incentive stock
options to purchase 28,750 shares of Common Stock, in each case at an
exercise price of $0.97 per share. 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 upon the occurrence of certain events. Pursuant to his employment
agreement, Mr. Bistrong will be entitled, at the discretion of the Option
Committee of the Board of Directors, to participate in the 1996 Option Plan
and other bonus plans adopted by the Company based
12
<PAGE>
on his performance and the Company's performance. Mr. Bistrong's employment
with the Company will continue, unless earlier terminated by Mr. Bistrong or
by the Company or due to Mr. Bistrong's death or disability, for successive
one year periods, on terms to be mutually agreed upon by the Company and Mr.
Bistrong.
The Company entered into an employment agreement with David W. Watson
which provided that he would serve as Vice President, Chief Financial Officer
and Treasurer of the Company for an initial term expiring August 24, 2000, at
a base salary of $140,000 per year. On April 3, 1998, Mr. Watson voluntarily
terminated his employment with the Company, effective March 18, 1998.
Pursuant to the terms of a Resignation Agreement, Waiver and Release entered
into by Mr. Watson and the Company, Mr. Watson will: (i) continue to receive
his full salary, up to approximately $70,000; (ii) be entitled to the
continuance of the payment by the Company of monthly premiums for family
medical and life insurance; and (iii) be entitled to have the Company pay up
to $9,000 to an executive outplacement firm in connection with his search for
new employment. The Company's obligation to make the payments set forth above
expires upon the earlier of September 18, 1998 or Mr. Watson's receipt of an
offer of suitable employment. Pursuant to the terms of the 1996 Option Plan,
because Mr. Watson voluntarily terminated his employment with the Company,
the options to purchase 75,000 shares of Common Stock granted to Mr. Watson
expired.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In Fiscal 1997, the Company retained the services of the law firm of
Sokolow, Dunaud, Mercadier & Carreras of Paris, France, in connection with
certain matters. Nicholas Sokolow, a director of the Company, is a partner of
such law firm.
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 1997, 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 1997, 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.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any other matter for action at the Annual Meeting other
than as set forth in the Notice of Annual Meeting and this Proxy Statement.
If any other matters properly come before the Annual Meeting, it is intended
that the shares represented by the proxies will be voted, in the absence of
contrary instructions, in the discretion of the persons named in the proxy.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 Commission (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 Commission 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 Fiscal 1997 were timely filed with the
Commission and the American Stock Exchange, except as hereinafter set forth.
Two current and one former significant employee did not timely file Form 3
reports upon assuming their positions with the Company.
13
<PAGE>
ANNUAL REPORT
A copy of the Company's 1997 Annual Report to Stockholders accompanies
this Proxy Statement. Any Stockholder who has not received a copy of the 1997
Annual Report to Stockholders and wishes to do so should contact the
Company's Corporate Secretary by mail at the address set forth on the notice
of annual meeting or by telephone at (904) 741-5400.
FORM 10-K
The Company will provide, without charge, to each Stockholder as of the
Record Date, on the written request of the Stockholder, a copy of the
Company's Annual Report on Form 10-K and all amendments thereto for the year
ended December 27, 1997, including the financial statements and schedules, as
filed with the Commission. Stockholders should direct the written request to
the Company's Corporate Secretary at c/o Armor Holdings, Inc., 13386
International Parkway, Jacksonville, Florida 32218.
PROPOSALS BY STOCKHOLDERS
Any proposal of a Stockholder intended to be presented at the annual
meeting of stockholders to be held in 1999 must be received by the Company no
later than January 4, 1999 to be considered for inclusion in the Proxy
Statement and form of proxy for the 1999 annual meeting. Proposals must
comply with Rule 14a-8 promulgated by the Commission pursuant to the Exchange
Act.
FOR THE BOARD OF DIRECTORS
CAROL T. BURKE
SECRETARY
14
<PAGE>
This Proxy is Solicited by the Board of Directors of
Armor Holdings, Inc.
ANNUAL MEETING
JUNE 10, 1998
The undersigned hereby appoints Jonathan M. Spiller and Warren B. Kanders as
proxies to represent the undersigned, with full power of substitution, at the
Annual Meeting of Stockholders of Armor Holdings, Inc., to be held on June 10,
1998 at 10:00 A.M., New York City time, at The Metropolitan Club, 1 East 60th
Street, New York, New York 10022 and any adjournments and postponements
thereof:
1. ELECTION OF [ ] FOR all nominees listed below
DIRECTORS (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees
listed below
Warren B. Kanders Burtt R. Ehrlich
Thomas W. Strauss Jonathan M. Spiller
Nicholas Sokolow Richard C. Bartlett
Alair A. Townsend
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through or otherwise strike
the nominee's name in the list above.
In their discretion, the Proxies are authorized to vote upon such
other business that may properly come before the meeting.
THIS BALLOT, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE
VOTED "FOR" EACH PROPOSAL.
Dated:
------------------------- -------------------- ---------------------
Signatures of Stockholder(s)
NOTE: Signature should agree with name on stock certificate as printed
thereon. Executors, administrators, trustees and other fiduciaries
should so indicate when signing.
PLEASE DATE, SIGN AND RETURN THIS PROXY. THANK YOU.
