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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1999
REGISTRATION NO. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
DELAWARE 59-3392443
(State or other jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FL 32218
(Address of Principal Executive Offices and Zip Code)
ARMOR HOLDINGS, INC.
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
ARMOR HOLDINGS, INC.
AMENDED AND RESTATED 1996 NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN
ARMOR HOLDINGS, INC.
1996 PLAN FOR THE GRANT OF STOCK OPTIONS
TO EXECUTIVE OFFICER
(Full Title of Plan)
------------
WARREN B. KANDERS
CHAIRMAN OF THE BOARD OF DIRECTORS
ARMOR HOLDINGS, INC.
13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FL 32218
(904) 741-5402
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 541-6222
ATTN: ROBERT L. LAWRENCE, ESQ.
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes
effective.
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING PRICE2 REGISTRATION
BE REGISTERED REGISTERED1 PER SHARE2 FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 2,224,000 shares $10.575 $23,519,084 $6,538.40
============================= ========================== ===================== ===================== =================
</TABLE>
- --------
1 The Amended and Restated 1996 Stock Option Plan (the "1996 Plan")
authorizes the issuance of a maximum of 1,750,000 shares of Common Stock which
are reserved for issuance pursuant to the grant of stock based awards under the
1996 Plan. The Amended and Restated 1996 Non-Employee Directors Stock Option
Plan (the "Directors Plan") authorizes the issuance of a maximum of 450,000
shares of Common Stock which are reserved for issuance pursuant to the grant of
stock based awards under the Directors Plan. Armor Holdings, Inc. also
authorized the issuance of 24,000 shares of Common Stock to an executive of
Armor Holdings, Inc. (the "Executive Plan") which are reserved for issuance
pursuant to the grant of stock options under such Executive Plan.
2 Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h), the proposed maximum offering price per share is based
upon (i) the average exercise price relating to approximately 1,220,500
outstanding options granted under the plans for which the underlying
shares of Common Stock have not previously been registered, which is $8.53, and
(ii) with respect to 1,003,500 shares available for grant under the plans, a
price of $13.0625 (the average of the high and low price of the Registrant's
Common Stock as reported on the American Stock Exchange on January 21, 1999.
<PAGE>
EXPLANATORY NOTE
----------------
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 and Form S-3 pursuant to the Securities Act of 1933,
as amended (the "Securities Act"). The Form S-8 portion of this Registration
Statement will be used for offers of shares of Common Stock (the "Common
Stock") of Armor Holdings, Inc., a Delaware corporation (the "Company" or the
"Registrant"), pursuant to each of the Plan and the Directors Plan. In
accordance with the Note to Part I of Form S-8, the information specified by
Part I for Form S-8 has been omitted from this Registration Statement. Shares
of the Company's Common Stock covered by this Registration Statement also may
be sold pursuant to Rule 144 under the Securities Act rather than pursuant to
this Registration Statement. The Prospectus filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and will be used for reofferings or resales of shares of the
Common Stock of the Company which are deemed to be control securities, which
have been acquired or will be acquired by control persons, pursuant to the Plan
or the Directors Plan. A Cross Reference Sheet is provided for such Prospectus.
<PAGE>
ARMOR HOLDINGS, INC.
--------------------
CROSS REFERENCE SHEET PURSUANT TO REGULATION S-K, ITEM 501(B)
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Form S-3 Item Number and Caption Location in Prospectus
- -------------------------------- ----------------------
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1. Forepart of Registration Statement and Outside Front
Cover of Prospectus............................................... Outside Front Cover
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside
Prospectus........................................................ Back Cover Page
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges......................................... Risk Factors
4. Use of Proceeds................................................... Use of Proceeds
5. Determination of Offering Price *
6. Dilution.......................................................... *
7. Selling Security Holders.......................................... Selling Stockholders
Front Cover Page; Plan of
8. Plan of Distribution.............................................. Distribution
9. Description of Securities to be registered........................ *
10. Interests of Named Experts and Counsel............................ *
11. Material Changes.................................................. The Company
12. Incorporation of Certain Information Incorporation of Documents
by Reference...................................................... by Reference
13. Disclosure of Commission Position of
Indemnification for Securities Act
Liabilities....................................................... *
</TABLE>
- ----------------------------
* Not applicable or answer is in the negative.
<PAGE>
REOFFER PROSPECTUS
ARMOR HOLDINGS, INC.
2,224,000 SHARES OF COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Armor Holdings, Inc., a
Delaware corporation (the "Company" or the Registrant"), to sell a maximum of
2,224,000 shares of the Company's Common Stock (the "Common Stock"), $0.01 par
value per share (the "Shares"), which will be purchased or acquired by the
Selling Stockholders pursuant to the Armor Holdings, Inc. Amended and Restated
1996 Stock Option Plan (the "1996 Plan"), the Armor Holdings, Inc. Amended
and Restated 1996 Non-Employee Directors Stock Option Plan (the
"Directors Plan"), and the grant of options to purchase 24,000 shares of Common
Stock to an executive of the Company (the "Executive Plan" collectively with
the 1996 Plan and the Directors Plan, the "Plans").
All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on the American Stock Exchange, or otherwise, at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by
the Selling Stockholders. However, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act of 1933,
as amended (the "Securities Act"), may be sold under Rule 144 rather than
pursuant to this Prospectus. See "Plan of Distribution." The Company will
receive none of the proceeds of this offering, although the Company will
receive cash upon the sale of stock to the Selling Stockholders under the Plan.
See "Use of Proceeds." All expenses incurred in connection with the preparation
and filing of this Prospectus and the related Registration Statement are being
borne by the Company. See "Expenses."
SEE "RISK FACTORS" ON PAGE 6 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.
The Company's Common Stock is listed on the American Stock Exchange.
On January 21, 1999, the closing price of the Company's Common Stock was $13
per share.
--------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this Prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
---------------
The date of this Prospectus is January 22, 1999.
<PAGE>
No person is authorized to give any information or to make any
representation other than as contained in this Prospectus in connection with
the offer made hereby, and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. The delivery of this Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any securities other than the specific registered securities to which
it relates or an offer or solicitation with respect to those securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
-----------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith is required to file periodic reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, as well as the Regional Offices of the SEC at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials can be
obtained from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at the
prescribed rates. In addition, similar information can be inspected at the
American Stock Exchange, 86 Trinity Place, New York, New York 10006. The
Commission also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information regarding registrants
that file electronically. The address of such site is http://www.sec.gov.
This Prospectus omits certain of the information contained in the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to the
Company and the Common Stock, reference is made to the Registration Statement
including the exhibits incorporated therein by reference or filed therewith.
Statements herein contained concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit or incorporated by reference to the
Registration Statement. The Registration Statement and the Exhibits may be
inspected without charge at the offices of the Commission or copies thereof
obtained at prescribed rates from the public reference section of the
Commission at the addresses set forth above.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's description of the Common Stock contained in
the Company's Registration Statement on Form 8-A (Reg. No.
1-11667), pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
2. The Company's Annual Report on Form 10-K for the fiscal year
ended December 27, 1997.
3. The Company's Quarterly Reports on Form 10-Q for each of the
quarterly periods ended March 31, 1998, June 30, 1998 and
September 30, 1998.
4. Definitive Proxy Statement dated May 4, 1998, relating to the
annual meeting of stockholders held on June 10, 1998.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of Common Stock shall
be deemed to be incorporated in and made a part of this Prospectus by reference
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that is also incorporated by reference herein modifies or replaces such
statement. Any statements so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of the Common Stock, to whom this Prospectus is
delivered, on written or oral request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written or oral requests for such copies should be
directed to the Company's corporate secretary, c/o Armor Holdings, Inc., 13386
International Parkway, Jacksonville, FL 32218 (904) 741-5400.
3
<PAGE>
THE COMPANY
GENERAL
Armor Holdings, Inc., a Delaware corporation (the "Company")
is a leading provider of effective security solutions to the increasing level
of security threats encountered by domestic and foreign law enforcement
personnel, governmental agencies and multi-national corporations. These
solutions include a broad range of high quality branded manufactured products
such as ballistic resistant vests and tactical armor, bomb disposal equipment,
less-than-lethal munitions and anti-riot products marketed under brand names
such as American Body Armor, Defense Technology(TM) and First Defense(R), and
sophisticated security planning, advisory and management services, including
the provision of highly trained, multi-lingual and experienced security
personnel in violent and unstable areas of the world.
Founded in 1969 as American Body Armor & Equipment, Inc., the
Company until recently was primarily a manufacturer of armored products such as
ballistic resistant vests and tactical armor. In May 1992, the Company filed
for relief under Chapter 11 of the United States Bankruptcy Code. The
bankruptcy filing was the result of a general decline in the Company's
operations, which included significant operating losses in 1989 and 1991, and
the inability to collect a $1.5 million receivable related to the shipment of
vests to a Middle East customer in April 1991. The Company emerged from
bankruptcy protection effective September 20, 1993, upon confirmation by the
United States Bankruptcy Court for the Middle District of Florida, Jacksonville
Division, of the Company's Third Amended and Restated Plan of Reorganization.
On January 18, 1996, the Company underwent a change in control
in connection with the purchase by Kanders Florida Holdings, Inc., a Delaware
corporation ("Kanders") and certain other investors of all of the capital stock
of the Company owned by Clark Schwebel, Inc. and Hexcel Corporation, both
suppliers of raw materials to the Company. Since Kanders acquired its interest
in the Company, the Company has pursued a strategy of growth through
acquisition of businesses and assets within the security industry. Through such
acquisitions and the expansion of its existing businesses, the Company seeks
to: (i) offer superior customer service through a comprehensive portfolio of
security products and services; (ii) capitalize on its growing, diversified,
global and institutional client base; (iii) promote brand development through
the quality of its manufactured products, superior training and customer
service; and (iv) maximize profitability and operational efficiencies. The
Company believes that further growth will be generated by the leverage of its
distribution network and client base as well as expansion into new areas.
The Company believes that governmental and international
agencies and multi-national corporations will continue to face significant
threats of violent criminal and hostile activity, terrorism and civil
disturbances. The Company therefore expects demand for its security products
and services to increase as these entities anticipate, mitigate and react to
perceived or actual security threats worldwide.
From January 18, 1996 through January 11, 1999, the Company
has consummated the following transactions: Asmara Limited, CDR International
Limited, the law enforcement division of Mace Security International, Inc.,
including the Federal Laboratories Division, Alarm Protection
4
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Services, Inc., Pro-Tech Armored Products of Massachusetts, Inc., Low Voltage
Systems Technology, Inc., DSL Group Limited, Gorandel Trading Limited,
Supercraft (Europe) Limited, Defense Technology Corporation of America and NIK
Public Safety, Inc. The Company is continuing to pursue other acquisition
opportunities. In addition, the Company in 1997 established a holding company
structure to facilitate management of its growth and completed a public
offering of 4,000,000 primary shares of its common stock, $0.01 par value per
share.
* * *
The Company's principal executive offices are located at 13386
International Parkway, Jacksonville, FL 32218, (904) 741-5400.
5
<PAGE>
RISK FACTORS
Prospective purchasers of the Common Stock should consider
carefully the following risk factors relating to the offering and the business
of the Company, together with the information and financial data set forth
elsewhere in this Prospectus, prior to making an investment decision. This
Prospectus contains forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. Such statements
are indicated by words or phrases such as "anticipate," "estimate," "project,"
"management believes," "the Company believes" and similar words or phrases.
Such statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Certain of these risks are described below.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
RISKS ASSOCIATED WITH FUTURE ACQUISITIONS
A key element of the Company's growth strategy is the
acquisition of businesses and assets that will complement its current
businesses. There can be no assurance that the Company will be able to identify
attractive acquisition opportunities, obtain financing for acquisitions on
satisfactory terms or successfully acquire identified targets. In addition,
there can be no assurance that the Company will be successful in integrating
acquired businesses into its existing operations or that such integration will
not result in unanticipated liabilities or unforeseen operational difficulties,
which may be material, or require a disproportionate amount of management's
attention. Such acquisitions may result in the Company incurring additional
indebtedness or issuing preferred stock or additional Common Stock. There can
be no assurance that competition for acquisition opportunities in the industry
will not escalate, thereby increasing the cost to the Company of making
acquisitions or causing the Company to refrain from making further
acquisitions. In addition, the terms and conditions of the Company's credit
facility with Barnett Bank, N.A. (the "Credit Facility") impose, and the terms
and conditions of future debt instruments may impose, restrictions on the
Company that, among other things, restrict the Company's ability to make
acquisitions.
RISKS ASSOCIATED WITH MANAGING A GROWING BUSINESS
The Company has rapidly expanded its operations, and this
growth has placed significant demands on its management, administrative,
operating and financial resources. The continued growth of the Company's
customer base, the types of services offered and the geographic markets served
can be expected to continue to place a significant strain on the Company's
resources. In addition, personnel qualified both in the provision of the
Company's security services and the marketing of such services are difficult to
identify and hire. The Company's future performance and profitability will
depend in large part on its ability to attract and retain additional management
and other key personnel, its ability to implement successfully enhancements to
its management systems and its ability to adapt those systems, as necessary, to
respond to growth in its business. No assurance can be made that the Company
will be able to hire such qualified persons as and when required.
6
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INHERENT RISKS OF CERTAIN PRODUCTS SOLD BY THE COMPANY
The products manufactured by the Company are used in
applications where the failure of such products to perform as expected, or the
failure to use such products properly, could result in serious bodily injury or
death. These products include body armor designed to protect against ballistic
and sharp instrument penetration, and less-than-lethal and anti-riot products
such as pepper sprays, distraction devices, and flameless expulsion grenades.
The Company and Defense Technology Corporation ("DTC"), among other parties,
have been named as defendants in product liability lawsuits claiming damages
for, among other things, wrongful death resulting from the use by law
enforcement officers of less-than-lethal products sold by Defense Technology
Corporation of America ("DTCoA"). The Company is aware of claims, including
claims against DTCoA, of permanent physical injury and death caused by
self-defense sprays and other munitions intended to be less-than-lethal. The
Company is also aware that the U.S. Justice Department is studying the role
that self-defense pepper sprays may have had in the deaths of suspects sprayed
by law enforcement personnel. In addition, the manufacture and sale of certain
less-than-lethal products may be the subject of product liability claims in the
event that such products do not perform in the manner in which they are
intended to perform.
INHERENT RISKS OF SERVICES PROVIDED BY THE COMPANY
The Company provides security services through DSL Group
Limited ("DSL"). These services are most in demand in areas of the world
encountering high levels of violence, unstable or chaotic political
environments and little or no effective local law enforcement authorities. As a
result, DSL's management and employees are often located in highly unsafe and
unstable environments, such as Africa, South America and Central Asia. Under
certain circumstances, the Company supplements its own personnel with local
police or military who are not legally under the control and supervision of the
Company. This lack of direct control may limit the Company's effectiveness
without insulating the Company from liability claims based on the actions of
these personnel. In addition, murders, kidnappings and attacks on facilities
and installations are endemic in the locations in which DSL operates. There can
be no assurance that lawsuits alleging negligence in the provision of security
services and seeking substantial amounts in damages will not be brought in the
future, or that any such lawsuit would not be successful and have a material
adverse effect on the Company's financial condition and results of operations.
RISKS OF PRODUCT LIABILITY
The failure of the Company's products to perform as intended
could result in serious injury or death and give rise to product liability
claims against the Company. There can be no assurance that the Company's
product liability insurance coverage will be sufficient to cover the payment of
any potential claim. In addition, there can be no assurance that insurance
coverage will continue to be available or, if available, that the Company will
be able to obtain it at a reasonable cost. Any substantial uninsured loss would
have to be paid out of the assets of the Company and would have a material
adverse effect on the Company's financial condition. In addition, the lack of
7
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product liability coverage would prohibit the Company from bidding for orders
for certain municipal customers which require such coverage. Any such lack of
coverage would have a material adverse effect on the Company's financial
condition and results of operations.
RISKS OF CONDUCTING INTERNATIONAL OPERATIONS
The Company has operations and assets in many parts of
Africa, South America, Southeast Asia, Central Asia, the Balkans and Russia. In
addition, the Company sells its products and services in other foreign
countries and is seeking to increase its level of international business
activity. Accordingly, the Company is subject to various risks, including
U.S.-imposed embargoes of sales to specific countries, foreign import controls
and foreign currency restrictions, which may be arbitrarily imposed and
enforced, exchange rate fluctuations, expropriation of assets, war, civil
uprisings and riots, government instability and legal systems of decrees, laws,
regulations, interpretations and court decisions that are not always fully
developed and that may be retroactively or arbitrarily applied. The Company may
be subject to unanticipated income taxes, excise duties, import taxes, export
taxes or other governmental assessments. There can be no assurance that such
risks will not result in a loss of business or other unexpected costs which
could have a material adverse effect on the Company's financial condition and
results of operations. Since DSL routinely operates in areas where local
government policies regarding foreign entities and the local tax and legal
regimes are often uncertain, poorly administered and in a state of flux, it is
difficult to assure that the Company is in compliance with all relevant local
laws and taxes at any given point in time. A subsequent determination that the
Company failed to comply with relevant local laws and taxes could have a
material adverse effect on the Company's financial condition and results of
operations.
GOVERNMENT REGULATION
The Company is subject to federal licensing requirements with
respect to the sale in foreign countries of certain of its products. In
addition, the Company is obligated to comply with a variety of federal, state
and local regulations governing certain aspects of its operations and the
workplace, including regulations promulgated by, among others, the U.S.
Departments of Commerce, State and Transportation, the U.S. Environmental
Protection Agency and the U.S. Bureau of Alcohol, Tobacco and Firearms.
The Company is subject to various federal, state and local
environmental laws, regulations and ordinances governing, among other things,
emissions to air, discharge to waters and the generation, handling, storage,
transportation, treatment and disposal of hazardous substances and wastes. The
Company uses a variety of hazardous chemicals in connection with the
manufacture of certain of its less-than-lethal products, including tear gas.
Current conditions and future events, such as changes in existing laws and
regulations, may give rise to additional compliance costs that could have a
material adverse effect on the Company's business, financial condition or
results of operations. Furthermore, if a release of hazardous substances occurs
on or from the Company's properties or any associated offsite disposal
location, or if contamination from prior activities is
8
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discovered at any of the Company's properties, the Company may be held liable
and the amount of such liability could be material.
The Company, like other companies operating internationally,
is subject to the Foreign Corrupt Practices Act and other laws which prohibit
improper payments to foreign governments and their officials by U.S. and other
business entities. DSL operates in countries known to experience endemic
corruption. The Company's extensive operations in such countries creates the
risk of an unauthorized payment by an employee or agent of the Company which
would be in violation of various laws including the Foreign Corrupt Practices
Act. Violations of the Foreign Corrupt Practices Act may result in severe
criminal penalties which could have an adverse effect on the Company's
financial condition and results of operations.
BUDGET CONSIDERATIONS
Customers for the Company's products include law enforcement
and governmental agencies. Budgetary allocations for law enforcement are
dependent, in part, upon government tax revenues and budgetary constraints,
which fluctuate from time to time. Many domestic and foreign government
agencies have experienced budget deficits that have led to decreased
expenditures in certain areas. The Company's results of operations may be
subject to substantial period-to-period fluctuations as a result of these and
other factors affecting capital spending. A reduction of funding for law
enforcement could materially and adversely affect the Company's business,
financial condition and results of operations.
COMPETITION
The Company's business is highly competitive in all product
and service lines. The Company's competitors may have significantly greater
financial resources, larger facilities and operations and depth and experience
of personnel as well as more recognizable trademarks for products similar to
those sold by the Company. In addition, the Company's competitors may develop
or improve their products, in which event the Company's products may be
rendered obsolete or less marketable. The security services industry is
extremely competitive and highly fragmented. The Company expects that the level
of competition will increase in the future. There can be no assurance that the
Company will be able to continue to compete successfully.
INFLUENCE OF SIGNIFICANT STOCKHOLDERS
Warren B. Kanders, in his capacity as the sole stockholder of
Kanders Florida Holdings, Inc. ("Kanders"), may be deemed to be the beneficial
owner of approximately 24% of the outstanding shares of Common Stock. In
addition, officers and directors of the Company, including Mr. Kanders,
beneficially own an aggregate of approximately 5.6 million shares, or
approximately 33% of the Common Stock. Consequently, Mr. Kanders, as Chairman
of the Board of Directors of the Company and as the sole stockholder of
Kanders, together with the Company's officers and
9
<PAGE>
directors, will have the ability to significantly influence the election of the
Company's directors and on the outcome of corporate actions requiring
stockholder approval, including a change in control.
DEPENDENCE ON KEY PERSONNEL
The Company is substantially dependent upon the personal
efforts and abilities of Warren B. Kanders and Jonathan M. Spiller. Should
either of these members of the Company's senior management be unable or
unwilling to continue in their present roles, the Company's business could be
materially adversely affected.
EFFECT OF CERTAIN STATUTORY PROVISIONS
The Company is subject to the anti-takeover provisions of
Section 203 of the Delaware General Corporation Law (the "DGCL"). In general,
Section 203 prohibits a publicly-held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an
interested stockholder, unless the business combination is approved in a
prescribed manner.
VOLATILITY OF MARKET PRICE FOR COMMON STOCK
The market price for the Common Stock may be highly volatile.
The Company believes that a variety of factors, including announcements by the
Company or its competitors, quarterly variations in financial results, trading
volume, general market trends and other factors, could cause the market price
of the Common Stock to fluctuate substantially. Due to the relatively small
size of the Company, a large contract awarded to or lost by the Company may
have the effect of distorting the Company's overall financial results. In
addition, the stock market has experienced extreme price and volume
fluctuations that are often unrelated to the operating performance of
particular companies. These market fluctuations may adversely affect the price
of the Common Stock.
SUBSTANTIAL AMOUNT OF COMMON STOCK ELIGIBLE FOR FUTURE SALE
As of December 31, 1998 the Company had 16,498,168 shares of
Common Stock outstanding. Of these shares, approximately 10.8 million shares
are freely tradeable under the Securities Act by persons who are not
"affiliates" of the Company (in general, an affiliate is any person who has a
control relationship with the Company). Of the remaining outstanding shares of
Common Stock, approximately 5.7 million shares are deemed to be "restricted
securities" as that term is defined in Rule 144, all of which will become
qualified for sale in the public market in compliance with Rule 144.
No prediction can be made as to the effect, if any, that
market sales of shares of Common Stock that are restricted securities, or the
availability of such shares for sale, will have on the market price of the
Common Stock prevailing from time to time. Sales of substantial amounts
10
<PAGE>
of Common Stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for the Common Stock and could impair the
Company's future ability to raise capital through an offering of equity
securities.
As part of the Company's acquisition strategy, the Company
anticipates issuing additional shares of its Common Stock. To the extent that
the Company is able to execute its acquisition strategy, the number of
outstanding shares of Common Stock that will be eligible for sale in the future
is likely to increase substantially. In addition, the potential issuance of
additional shares in connection with anticipated acquisitions could depress
demand for the Common Stock and result in a lower price than would otherwise be
obtained.
NO DIVIDENDS
The Company currently does not intend to pay any cash
dividends on the Common Stock. The Company currently intends to retain any
earnings for working capital, repayment of indebtedness, capital expenditures
and general corporate purposes. The Credit Facility contains restrictions on
the Company's ability to pay dividends or make other distributions.
FOR ALL OF THE FOREGOING REASONS AND OTHERS SET FORTH IN THIS PROSPECTUS, THE
SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE PURCHASED
ONLY BY PERSONS WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT IN THE COMPANY.
11
<PAGE>
SELLING STOCKHOLDERS
The Shares of Common Stock covered by this Prospectus will be offered
by an undetermined number of officers and directors of the Company who are
deemed affiliates of the Company and who have or may acquire Shares under the
Plans. The names of the Selling Stockholders currently known and the amount of
Shares that they will offer for sale, are set forth below. The names of
additional selling stockholders and the amount of Shares to be offered for sale
by such additional Selling Stockholders, will be added by a Post-Effective
Amendment to this Prospectus. There is no assurance that any of such Selling
Stockholders will offer for sale or sell any or all of the Company's Common
Stock offered by them pursuant to this Prospectus.
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF NUMBER OF NUMBER OF OF COMMON PERCENTAGE OF
SHARES SHARES UPON SHARES STOCK COMMON
OWNED PRIOR EXERCISE OF TO BE OWNED PRIOR STOCK TO BE
TO THE OPTIONS TO OWNED AFTER TO THE OWNED AFTER
NAME OF SELLER OFFERING(1) BE OFFERED(9) THE OFFERING(1) OFFERING(9) THE OFFERING
- -------------- -------- ------------- --------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Jonathan M. Spiller 890,205(2) 274,000 666,205 5.3% 2.1%
Burtt R. Ehrlich 289,100(3) 75,000 214,100 1.7% 1.3%
Nicholas Sokolow 205,000(4) 75,000 130,000 1.3% *
Thomas W. Strauss 100,000(5) 75,000 50,000 * *
Alair A. Townsend 55,516(6) 75,000 5,516 * *
Robert R. Schiller 0(7) 150,000 0 * *
J. Lawrence Battle 0(8) 75,000 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) Includes options to purchase 547,418 shares of Common Stock. 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.
Also includes 24,000 shares of Common Stock issued upon the exercise
of options granted pursuant to the Executive Plan.
(3) Includes options to purchase 75,000 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.
(4) Includes options to purchase 75,000 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.
(5) Includes options to purchase 50,000 shares of Common Stock under the
Company's Amended and Restated 1996 Non-Employee Directors
Stock Option Plan.
(6) Includes 5,516 shares of Common Stock and options to purchase
50,000 shares of Common Stock under the Company's Amended and
Restated 1996 Non-Employee Directors Stock Option Plan.
(7) 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. The options
vest over a period of three years from the date of the grant, and all
options become exercisable on July 24, 1999.
(8) 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. The options
vest over a period of three years from July 21, 1997, and all options
become exercisable on July 21, 2000.
(9) Includes all options to purchase shares of Common Stock under the
Plans, being registered hereunder whether or not vested or exercisable
within 60 days and all shares issued upon exercise of options granted
under the Plans.
12
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of
the Shares "at the market" to or through a marketmaker or into an existing
trading market, in private sales, including direct sales to purchasers, or
otherwise at prevailing market prices or at negotiated or fixed prices. By way
of example, and not by way of limitation, the Shares may be sold by one or more
of the following methods: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may purchase and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the seller may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or
discounts from the seller in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on
the resale of such Shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
In order to comply with certain state securities law, if applicable,
the Common Stock will not be sold in a particular state unless the Common Stock
has been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
Each Selling Stockholder will deliver a Prospectus in connection with
the sale of the Shares.
13
<PAGE>
EXPENSES
All expenses of this Offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by the
Company. It is estimated that the total amount of such expenses will not exceed
$30,000.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares of
Common Stock by the Selling Stockholders, but will receive funds from the sale
of stock to the Selling Stockholders, which funds will be used by the Company
for working capital.
LEGALITY
Certain legal matters in connection with the securities offered
hereunder will be passed upon for the Company by Kane Kessler, P.C., 1350
Avenue of the Americas, New York, New York 10019. Robert L. Lawrence, a member
of Kane Kessler, P.C., owns 5,000 shares of Common Stock.
EXPERTS
The Consolidated Financial Statements of the Company incorporated in
this prospectus by reference from the Company's Annual Report on Form 10-K for
the year ended December 27, 1997 have been audited by Deloitte & Touche LLP,
independent accountants, as stated in their reports appearing thereon and have
been so incorporated in reliance upon such reports given upon their authority
as experts in accounting and auditing.
The consolidated financial statements of DSL Group Limited as of
December 31, 1996 and for the period from June 3, 1996 to December 31, 1996 and
the report of KPMG thereon have been included in the Annual Report on Form 10-K
of Armor Holdings, Inc. for the year ended December 27, 1997, which is
incorporated by reference herein, in reliance upon the report of KPMG,
independent accountants, and upon the authority of said firm as experts in
accounting and auditing.
14
<PAGE>
This Prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION........................................................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................. 3
THE COMPANY..................................................................................................... 4
RISK FACTORS.................................................................................................... 6
SELLING STOCKHOLDERS........................................................................................... 12
PLAN OF DISTRIBUTION............................................................................................ 13
EXPENSES........................................................................................................ 14
USE OF PROCEEDS................................................................................................. 14
LEGALITY........................................................................................................ 14
EXPERTS......................................................................................................... 14
</TABLE>
-----------------------
No dealer, salesman or other person has been authorized to given any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there have been no changes in the affairs of the Company since the date
hereof.
15
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated as of their
respective dates in this Registration Statement by reference:
1. The Company's description of the Common Stock contained in
the Company's Registration Statement on Form 8-A, (Reg. No.
1-11667) pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
2. The Company's Annual Report on Form 10-K for the fiscal year
ended December 27, 1997.
3. The Company's Quarterly Reports on Form 10-Q for each of the
quarterly periods ended March 31, 1998, June 30, 1998 and
September 30, 1998.
4. Definitive Proxy Statement dated May 4, 1998, relating to the
annual meeting of stockholders held on June 10, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this registration statement and are a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Not applicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the DGCL makes provision for the indemnification of
officers and directors of corporations in terms sufficiently broad to indemnify
the officers and directors of the Company under certain circumstances from
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
As permitted by the DGCL, the Company's Charter provides that, to the
fullest extent permitted by the DGCL, no director shall be liable to the
Company or to its stockholders for monetary damages for breach of his fiduciary
duty as a director. Delaware law does not permit the elimination of liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases or (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of this provision in the Charter is to eliminate the rights
of the Company and its stockholders (through stockholders' derivative suits on
behalf to the Company) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent behavior) except in the situations
described in clauses (i)-(iv), inclusive, above. These provisions will not
alter the liability of directors under federal securities laws.
The Company's Charter provides that the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation
or enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
The Charter also provides that the Company may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action
II-2
<PAGE>
or suit if such person acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall determine upon
application that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
The Charter also provides that to the extent a director or officer of
the Company has been successful in the defense of any action, suit or
proceeding referred to in the previous paragraphs or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for in the Charter shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; and that the Company may purchase and maintain insurance on behalf
of a director or officer of the Company against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as
such whether or not the Company would have the power to indemnify him against
such liabilities under the provisions of Section 145 of the DGCL.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
- ------ -----------
4.1 Armor Holdings, Inc. Amended and Restated 1996 Stock Option
Plan of the Company (incorporated by reference to Exhibit
10.27 of the Company's Annual Report on Form 10-K for the
year ended December 27, 1997.)
4.2 Armor Holdings, Inc. Amended and Restated 1996 Non-Employee
Directors Stock Option Plan (incorporated by reference to
Exhibit 10.28 of the Company's 1997 Definitive Proxy
Statement with respect to the Company's Annual Meeting of
Stockholders, held on June 12, 1997, as filed with the
Commission on May 27, 1997.)
4.3 Stock Option Agreement, dated as of January 19, 1996, between
the Company and Jonathan M. Spiller, as amended as of
November 8, 1996.
5.1 Opinion of Kane Kessler, P.C.
23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)
II-3
<PAGE>
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG
24.1 Power of Attorney (contained on the signature page hereto)
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii)
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities
II-4
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(C) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(D) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 20th day of
January, 1999.
ARMOR HOLDINGS, INC.
By: /s/ Jonathan M. Spiller
------------------------------------
Name: Jonathan M. Spiller
Title: President and Chief Executive Officer
We, the undersigned officers and directors of Armor Holdings, Inc.,
and each of us, do hereby constitute and appoint Warren B. Kanders and Jonathan
M. Spiller, or any of them, our true and lawful attorneys and agents, each with
full power of substitution, to do any and all acts and things in our name and
behalf in our capacities as directors or officers and to execute any and all
instruments for us and in our names in the capacities listed below, which
attorneys and agents, or any of them, may deem necessary or advisable to enable
said corporation to comply with the Securities Act, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with the Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we do hereby ratify and confirm all that said attorneys
and agents, or their substitute or substitutes, or any of them, shall do or
cause to be done by virtue thereof.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Warren B. Kanders
- ----------------------------------- Chairman of the Board of January 14, 1999
Warren B. Kanders Directors
/s/ Jonathan M. Spiller
- ----------------------------------- President, Chief Executive January 20, 1999
Jonathan M. Spiller Officer and Director (Principal
Executive Officer)
/s/ Carol T. Burke
- ----------------------------------- Vice President--Finance January 20, 1999
Carol T. Burke (Principal Accounting Officer)
/s/ Burtt R. Ehrlich
- ----------------------------------- Director January 11, 1999
Burtt R. Ehrlich
/s/ Nicholas Sokolow
- ----------------------------------- Director January 11, 1999
Nicholas Sokolow
/s/ Thomas W. Strauss
- ----------------------------------- Director January 19, 1999
Thomas W. Strauss
/s/ Richard C. Bartlett
- ----------------------------------- Director January 14, 1999
Richard C. Bartlett
/s/ Alair A. Townsend
- ----------------------------------- Director January 11, 1999
Alair A. Townsend
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
DESCRIPTION
THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:
4.1 Armor Holdings, Inc. Amended and Restated 1996 Stock Option
Plan (incorporated by reference to Exhibit 10.27 of the
Company's Annual Report on Form 10-K for the year ended
December 27, 1997.)
4.2 Armor Holdings, Inc. Amended and Restated 1996 Non-Employee Directors
Stock Option Plan (incorporated by reference from the Company's 1997
Definitive Proxy Statement with respect to the Company's 1997 Annual
Meeting of Stockholders, held June 12, 1997, as filed with the
Commission on May 27, 1997).
THE FOLLOWING DOCUMENTS ARE FILED HEREWITH:
PAGE
- ----
4.3 Stock Option Agreement, dated as of January 19, 1996, between the
Company and Jonathan M. Spiller, as amended as of November 8, 1996.
5.1 Opinion of Kane Kessler, P.C. regarding the legality of the Common
Stock being registered
23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG
24.1 Power of Attorney (included in the signature page hereto)
<PAGE>
EXHIBIT 4.3
ARMOR HOLDINGS, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), as amended, made as
of this 19th day of January, 1996, by and between Armor Holdings, Inc., a
Delaware corporation, having its principal office at 13386 International
Parkway, Jacksonville, Florida 32218 (the "Company"), and Jonathan M. Spiller,
an individual residing at _____________________________ (the "Employee").
WHEREAS, the Company has heretofore authorized the grant of
stock options for the benefit of certain of its key employees and consultants
and key employees (the "Executive Stock Option Plan"); and
WHEREAS, the Employee is a valued and trusted employee of the
Company and/or one of its subsidiaries and the Company believes it to be in the
best interests of the Company to secure the future services of the Employee by
providing the Employee with an inducement to remain an employee and/or
consultant of the Company and/or one of its subsidiaries through the grant of
an option to acquire an ownership interest in the Company.
NOW, THEREFORE, the parties agree as follows:
1. OPTION GRANT. Subject to the provisions hereinafter set forth, the Company
hereby grants to the Employee, as of January 19, 1996 (the "Grant Date"), the
right, privilege and option (the "Option") to purchase all or any part of an
aggregate of Fifty Thousand (50,000 ) shares (the "Shares") of common stock of
the Company, par value $.01 per share (the "Common Stock"), such number being
subject to adjustment as provided in paragraph (b) below and in Section 7,
hereof.
(b) The number of options granted to Employee is subject to
reduction to equal the number of shares of Common Stock that are sold by
Employee during the six month period immediately following the closing date of
the acquisition by Kanders Florida Holdings, Inc. of the Company's capital
stock owned by Spring Industries, Inc. and Hexcel Corporation, which occurred
on January 18, 1996 as set forth and described in a Letter Agreement (the
"Letter Agreement") between the Employee and Kanders Florida Holdings, Inc.
2. EXERCISE PRICE. Subject to adjustment as hereinafter provided in Section 7,
the purchase price per Share of Common Stock as to which this Option is
exercised (the "Exercise Price") shall be One Dollar ($1.00), the fair market
value of such Shares on the Grant Date.
3. EXERCISE OF OPTION. (a) The term of the Option shall be for a period of
three (3) years from the Grant Date and shall expire without further action
being taken at 5:00 p.m., January 19, 1999, subject to earlier termination as
provided in Section 6 hereof (the "Stated Term"). The Option may be exercised
at any time, or from time to time, during the Stated Term as to any part or all
of the Shares covered by the Option, pursuant to the vesting schedule contained
in Section 4 hereof;
<PAGE>
provided, however, that the Option may not be exercised as to less than one
hundred (100) shares.
(b) The Option shall be exercised by giving written notice
substantially similar to that attached to this Agreement as Exhibit A (the
"Exercise Notice"), duly executed by the Employee, of the exercise thereof to
the Corporate Secretary of the Company at the principal business office of the
Company, specifying the number of Shares to be purchased and specifying a
business day not more than fifteen (15) days from the date such notice is given
for the payment of the Exercise Price against delivery of the Shares being
purchased.
(c) In the event that the Option is exercised by any person
or persons other than the Employee, the Exercise Notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the
Option, which proof shall be satisfactory to counsel to the Company.
(d) Subject to the terms of this Agreement, the Company shall
cause certificates for the Shares so purchased to be delivered to the Employee
at the principal business office of the Company, against payment of the full
Exercise Price for such Shares, on the date specified in the Exercise Notice.
Payment of the full Exercise Price for each Share of Common Stock to which the
Option is being exercised shall be in either: (i) lawful money of the United
States; (ii) certified or bank check; (iii) postal or express money order
payable in United States dollars to the order of the Company; or (iv) by
delivering to the Company shares of Common Stock of the Company (in proper form
for transfer and accompanied by all requisite stock transfer tax stamps or cash
in lieu thereof) owned by the Employee, free and clear of all liens and
encumbrances, having a fair market value equal to the Exercise Price applicable
to that portion of the Option being exercised by the delivery of such shares.
The fair market value of the shares of Common Stock so delivered shall be
determined as of the date immediately preceding the date on which the Option is
exercised, or as may be required in order to comply with or to conform to the
requirements of any applicable laws or regulations.
(e) The Company may offer to buy out the Option granted
herein based on such terms and conditions as the Company shall establish and
communicate to the Employee at the time that such offer is made.
2
<PAGE>
4. VESTING SCHEDULE.
----------------
The Shares into which this Option is exercisable shall
vest immediately.
5. NO ASSIGNMENT.
(a) The Option herein granted may not be assigned,
transferred, pledged or hypothecated in any way, shall not be subject to
execution, attachment or similar process and shall not be transferable or
assignable by operation of law, except that the Option shall be assignable or
transferable under and pursuant to the last will and testament of the Employee
or the applicable laws of descent and distribution. The Option may be exercised
during the lifetime of the Employee only by him.
(b) Notwithstanding the foregoing, any portion of the Option
which are non-incentive stock options may be transferred to members of the
Employee's immediate family, to trusts solely for the benefit of such immediate
family members and to partnerships in which such family members and/or trusts
are the only partners. For this purpose, immediate family means the Employee's
spouse, parents, children, stepchildren, grandchildren and legal dependents.
Any transfer of options made under this provision will not be effective until
notice of such transfer is delivered to Company.
6. TERMINATION OF EMPLOYMENT. Upon termination of the employment of the
Employee with the Company and all subsidiary and parent corporations of the
Company, the Option granted herein, unless otherwise specified by the Board of
Directors or the Option Committee, shall, to the extent not exercised,
terminate and become null and void, provided that:
(a) If the employment of the Employee shall terminate by
reason of the Employee's retirement from employment with the Company (at such
age or upon such conditions as shall be specified by the Board of Directors of
the Company from time to time) then the Employee may, but only within one (1)
year of the date of such cessation of employment, exercise the Option herein
granted to the extent that he shall be entitled to exercise it at the date of
such cessation of
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<PAGE>
employment.
(b) If the employment of the Employee shall terminate by
reason of the Employee's dismissal by the Company other than "for cause" (as
defined in Section 6(f) hereof) other than by reason of death or disability,
then the Employee may, but only within three (3) months of the date of such
cessation of employment, exercise the Option herein granted to the extent that
he shall be entitled to exercise it at the date of such cessation of
employment.
(c) If the Employee shall be discharged "for cause" (as
defined in Section 6(f) hereof) or resign from his employment with the Company,
then the Option herein granted shall terminate on the date of such discharge or
resignation and he shall forthwith forfeit any and all rights which may have
accrued prior thereto. Any determination by or on behalf of the Company that
the Employee was discharged "for cause" (as defined in Section 6(f) hereof) or
resigned shall be final and absolute and shall not be subject to any question
by the Company or the Employee.
(d) If the Employee shall die while in the employ of the
Company or during either the one (1) year or three (3) month period specified
in Sections 6(a) or (b) hereof, whichever is applicable, and at a time when the
Employee was entitled to exercise the Option, the legal representative of the
Employee, or such person who acquired such Option by bequest or inheritance or
by reason of the death of the Employee, may, not later than one (1) year from
the date of death, but in no event later than the expiration of the Stated Term
of the Option exercise such Option to the extent that the Employee was entitled
to exercise the Option at the date of his death.
(e) In the event that the Employee becomes "disabled" (as
defined in Section 22(e)(3) of the Code) while in the employ of the Company,
the Employee may, but only within one (1) year next succeeding the date of the
commencement of such disability, exercise his Option to the extent he is then
entitled to exercise it, but in no event after the expiration of the Stated
Term. The Employee shall not be considered to be disabled unless he furnishes
proof of the existence thereof in such form and manner and at such times as the
Option Committee or the Board of Directors may require. The determination of
the Option Committee or the Board of Directors as to whether the Employee is
disabled shall be final and absolute and shall not be questioned by the
Employee or any representative of the Employee.
(f) For the purposes of this Agreement, the term "for cause"
shall mean (i) with respect to an employee who is party to a written agreement
with, or, alternatively, participates in a compensation or benefit plan of the
Company or a subsidiary corporation or parent corporation of the Company, which
agreement or plan contains a definition of "for cause" or "cause" (or words of
like import) for the purposes of termination of employment thereunder by the
Company or such subsidiary corporation or parent corporation of the Company,
"for cause" or "cause" as defined in the most recent of such agreements or
plans, or (ii) in all other cases, as determined by the Board of Directors or
the Option Committee, as the case may be, in its sole discretion, (a) the
willful commission by the Employee of a criminal or other act that causes or
probably will cause substantial economic damage to the Company or a subsidiary
corporation or parent corporation of the Company
4
<PAGE>
or substantial injury to the business reputation of the Company or a subsidiary
corporation or parent corporation of the Company;
(b) the commission by the Employee of an act of fraud in the performance of
such Employee's duties on behalf of the Company or a subsidiary corporation or
parent corporation of the Company; or (c) the continuing willful failure of the
Employee to perform the duties of such Employee to the Company or a subsidiary
corporation or parent corporation of the Company (other than such failure
resulting from the Employee's incapacity due to physical or mental illness)
after written notice thereof (specifying the particulars thereof in reasonable
detail) and a reasonable opportunity to be heard and cure such failure are
given to the Employee by the Board of Directors. For purposes of this
Agreement, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done or omitted to be done by the Employee not in
good faith and without reasonable belief that the Employee's action or omission
was in the best interest of the Company or a subsidiary corporation or parent
corporation of the Company.
(g) For the purposes of this Agreement, an employment
relationship shall be deemed to exist between an individual and a corporation
if, at the time of the determination, the individual was an "employee" of such
corporation for purposes of Section 422(a) of the Internal Revenue Code of
1986, as amended (the "Code"). If an individual is on military, sick leave or
other bona fide leave of absence, such individual shall be considered an
"employee" for purposes of the exercise of the Option and shall be entitled to
exercise such Option during such leave if the period of such leave does not
exceed ninety (90) days, or, if longer, so long as the individual's right to
reemployment with the corporation granting the option (or a related
corporation) is guaranteed either by statute or by contract. If the period of
leave exceeds ninety (90) days, the employment relationship shall be deemed to
have terminated on the ninety-first (91st) day of such leave, unless the
individual's right to reemployment is guaranteed by statute or contract.
(h) A termination of employment shall not be deemed to occur
by reason of (i) the transfer of the Employee from employment by the Company to
employment by a subsidiary corporation or a parent corporation of the Company,
or (ii) the transfer of the Employee from employment by a subsidiary
corporation or a parent corporation of the Company to employment by the Company
or by another subsidiary corporation or parent corporation of the Company.
(i) In the event of the complete liquidation or dissolution
of a subsidiary corporation, or in the event that such corporation ceases to be
a subsidiary corporation, any unexercised Options granted to the Employee by
the Company will be deemed cancelled unless such person is employed by the
Company or by any parent corporation or another subsidiary corporation after
the occurrence of such event. In the event an Option is to be cancelled
pursuant to the provisions of the previous sentence, notice of such
cancellation will be given to the Employee holding unexercised Options and such
holder will have the right to exercise such Options in full during the thirty
(30) day period following notice of such cancellation.
7. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS. (a) If all or
any portion of the Option shall be exercised subsequent to any stock dividend,
stock split, split-up, split-off, spin-off, recapitalization, merger,
consolidation, combination or exchange of shares, separation,
5
<PAGE>
reorganization or liquidation occurring after the date hereof, as a result of
which shares of any class shall be issued in respect of outstanding shares or
shares of Common Stock shall be changed into the same or a different number of
shares of the same or another class or classes, the number and class of Shares
which the person or persons so exercising the Option granted hereby shall
receive, may be correspondingly adjusted by the Board of Directors or the
Option Committee in such manner that it, in its sole discretion, deems
appropriate; provided, however, that no fractional share will be issued upon
any such exercise, and the aggregate price paid shall be appropriately reduced
on account of any fractional share not issued. No adjustment shall be made in
the minimum number of shares which may be purchased at any one time.
(b) In the event of a "change in control" of the Company, all
Options then outstanding shall immediately become exercisable. For purposes of
this Agreement, a "change in control" of the Company occurs if: (a) any
"Person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or
more of the combined voting power of the Company's then-outstanding securities;
or (b) at any time a majority of the members of the Board of Directors have
been elected or designated by any Person (including, without limitation, any
Persons or entities affiliated with such Person); or (c) the Board of Directors
shall approve a sale of all or substantially all of the assets of the Company.
The Option Committee or the Board of Directors, in its
discretion, may determine that upon the occurrence of a transaction described
in the preceding paragraph, each Option outstanding hereunder shall terminate
within a specified number of days after notice to the holder, and such holder
shall receive, with respect to each share subject to such Option, cash in an
amount equal to the excess of the fair market value of such shares immediately
prior to the occurrence of such transaction over the exercise price per share
of such Option. The provisions contained in the preceding sentence shall be
inapplicable to an Option granted within six (6) months before the occurrence
of a transaction described above if the holder of such Option is subject to the
reporting requirements of Section 16(a) of the Exchange Act.
8. CONDITIONS TO THE GRANT OF THE OPTION.
As a condition to the granting of the Option, the Employee
hereby agrees:
(a) to comply with the reporting requirements of
Section 16(a) of the Exchange Act;
(b) to hold the shares acquired upon exercise of the Option
for six (6) months following the exercise of the Option in compliance with
Section 16 of the Exchange Act, and to otherwise comply with all other
applicable securities laws; and
9. COVENANTS OF THE EMPLOYEE.
6
<PAGE>
The Employee agrees (and for any proper successor hereby
agrees), as a condition upon exercise of any Option granted hereunder:
(a) To execute and deliver to the Company stock powers with
respect to Shares underlying the Option and required to be held by a custodian;
(b) To execute and deliver a certificate, in form
satisfactory to the Option Committee, certifying that the Shares being acquired
upon exercise of the Option are for such person's own account for investment
only and not with any view to or present intention to resell or distribute the
same. The Employee hereby agrees that the Company shall have no obligation to
deliver the Shares issuable upon exercise of the Option unless and until such
certificate shall be executed and delivered to the Company by the Employee or
any successor.
(c) To execute and deliver a certificate, in form
satisfactory to the Option Committee, certifying that any subsequent resale or
distribution of the Shares by the Employee shall be made only pursuant to
either (i) a Registration Statement on an appropriate form under the Securities
Act of 1933, as amended (the "Securities Act"), which Registration Statement
has become effective and is current with regard to the Shares being sold, or
(ii) a specific exemption from the registration requirements of the Securities
Act, but in claiming such exemption the Employee shall, prior to any offer of
sale or sale of such Shares, obtain a prior favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Company, as to
the application of such exemption thereto. The foregoing restriction contained
in this subparagraph (c) shall not apply to (i) issuances by the Company so
long as the Shares being issued are registered under the Securities Act and a
prospectus in respect thereof is current, or (ii) re- offerings of Shares by
affiliates of the Company (as defined in Rule 405 or any successor rule or
regulation promulgated under the Securities Act) if the Shares being re-offered
are registered under the Securities Act and a prospectus in respect thereof is
current.
(d) That certificates evidencing Shares purchased upon
exercise of the Option shall bear a legend, in form satisfactory to counsel for
the Company, manifesting the investment intent and resale restrictions of the
Employee described in this Section 9.
(e) That upon exercise of the Option granted hereby, or upon
sale of the Shares purchased upon exercise of the Option, as the case may be,
the Company shall have the right to require the Employee to remit to the
Company, or in lieu thereof, the Company may deduct, an amount of shares or
cash sufficient to satisfy federal, state or local withholding tax
requirements, if any, prior to the delivery of any certificate for such Shares
or thereafter, as appropriate.
10. OBLIGATIONS OF THE COMPANY.
(a) Upon the exercise of this Option in whole or in part,
the Company shall cause the purchased Shares to be issued only when it shall
have received the full purchase price therefor.
7
<PAGE>
(b) The Company shall cause certificates for the Shares as to
which the Option shall have been exercised to be registered in the name of the
person or persons exercising the Option, which certificates shall be delivered
by the Company to the Employee only against payment of the full Exercise Price
for the portion of the Option exercised.
(c) In the event that the Employee shall exercise this Option
with respect to less than all of the Shares of Common Stock that may be
purchased under the terms hereof, the Company shall issue to the Employee a new
Option, duly executed by the Company and the Employee, in form and substance
identical to this Option, for the balance of Shares of Common Stock then
issuable pursuant to the terms of this Option.
(d) Notwithstanding anything to the contrary contained
herein, neither the Company nor its transfer agent shall be required to issue
any fraction of a Share of Common Stock in connection with the exercise of this
Option, and the Company shall, upon exercise of this Option in whole or in
part, issue the largest number of whole Shares of Common Stock to which this
Option is entitled upon such full or partial exercise and shall return to the
Employee the amount of the Exercise Price paid by the Employee in respect of
any fractional Share.
(e) The Company may endorse such legend or legends upon the
certificates for Shares issued to the Employee pursuant to this Agreement and
may issue such "stop transfer" instructions to its transfer agent in respect of
such Shares as, in its discretion, it determines to be necessary or appropriate
to: (i) prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act; (ii) implement the provisions
of this Agreement and any agreement between the Company and the Employee or
grantee with respect to such Shares; or (iii) permit the Company to determine
the occurrence of a disqualifying disposition, as described in Section 421(b)
of the Code, of Shares transferred upon exercise of an incentive stock option
granted pursuant to this Agreement and under this Agreement
(f) The Company shall pay all issue or transfer taxes with
respect to the issuance or transfer of Shares, as well as all fees and expenses
necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses which may be necessitated by the filing or
amending of a Registration Statement under the Securities Act, which fees and
expenses shall be borne by the Employee, unless such Registration Statement
under the Securities Act has been filed by the Company for its own corporate
purposes (and the Company so states) in which event the Employee shall bear
only such fees and expenses as are attributable solely to the inclusion of the
Shares he or she receives in the Registration Statement.
(g) All Shares issued following exercise of the Option and
the payment of the Exercise Price therefor shall be fully paid and
non-assessable to the extent permitted by law.
11. NO GUARANTEE OF CONTINUED EMPLOYMENT. The granting of the Option to
the Employee shall not in any way be deemed to confer upon him any right to
continuation of employment by the Company, or any subsidiary of the Company,
nor shall it in any way interfere or affect the right of
8
<PAGE>
the Company or any subsidiary of the Company who shall be the employer of
Employee, to terminate Employee's employment hereunder.
12. MISCELLANEOUS.
(a) The Employee, as holder of the Option, shall not have any
of the rights of a stockholder with respect to the Shares covered by the
Option, except to the extent that any such Shares shall be actually delivered
to him upon the due exercise of the Option.
(b) If the Employee loses this Agreement representing the
Option granted hereunder, or if this Agreement is stolen or destroyed, the
Company shall, subject to such reasonable terms as to indemnity as the Option
Committee, in its sole discretion shall require, enter into a new option
agreement pursuant to which the Company shall issue a new Option of like
denomination and tenor as, and in substitution for, the Option so lost, stolen
or destroyed, and in the event this Agreement representing the Option shall be
mutilated, the Company shall, upon the surrender hereof, enter into a new
option agreement pursuant to which the Company shall issue a new Option of like
denomination and tenor as, and in substitution for, the Option so mutilated.
(c) As used herein, the terms "subsidiary" or "subsidiaries"
shall mean any present or future corporation which would be a "subsidiary
corporation" of the Company, as that term is defined in Section 424(f) of the
Code.
(d) This Agreement constitutes the entire agreement between
the parties, and contains the sole and entire Option grant. It may not be
terminated, superseded or changed, except by a writing duly executed by the
Company. No provision may be waived except in a writing signed by the party to
be bound.
(e) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, applicable to contracts
executed and to be fully performed therein.
(f) This Agreement shall be binding upon the Company and
shall inure to the benefit of the Employee, and their respective successors and
permitted assigns.
(g) This Agreement cannot be amended, supplemented or
changed, and no provision hereof can be waived, except by a written instrument
making specific reference to this Agreement and signed by the party against
whom enforcement of any such amendment, supplement, modification or waiver is
sought. A waiver of any right derived hereunder by the Employee shall not be
deemed a waiver of any other right derived hereunder.
(h) If any provision of this Agreement is held to be void or
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall nevertheless be binding upon the parties with the same
force and effect as though the void or unenforceable part had been severed and
deleted.
9
<PAGE>
(i) This Agreement may be executed in any number of
counterparts, but all counterparts will together constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Agreement as of the day and year first above written.
ARMOR HOLDINGS, INC.
By: /s/ Carol T. Burke
-------------------------------
Name: Carol T. Burke
Title: Vice President and Secretary
EMPLOYEE
/s/ Jonathan M. Spiller
-------------------------------
Name: Jonathan M.. Spiller
10
<PAGE>
EXHIBIT A
SUBSCRIPTION FORM
-----------------
(To be executed by the Employee to exercise the Option in whole or in part)
TO: ARMOR HOLDINGS, INC.
The undersigned, whose Social Security or Tax Identification
Number is , hereby irrevocably elects the right of purchase
represented by the within Option for,
and to purchase thereunder, shares of Common Stock provided for therein and
tenders payment herewith to the order of Armor Holdings, Inc. in the amount of
$ . The undersigned requests that certificates for such shares of Common Stock
be issued in the name of the undersigned Employee as follows:
Name:
Address:
Address:
and, if said number of shares of Common Stock shall not be all the shares of
the Common Stock purchasable thereunder, then a new Option for the balance of
the remaining shares of Common Stock purchasable under the within Option be
registered in the name of, and delivered to, the undersigned at the address
stated below.
Address:
Dated:
Employee: Signature Guaranteed:
By:__________________________________________
11
<PAGE>
ARMOR HOLDINGS, INC.
--------------------
AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (the "Amendment No.
1"), made as of this 8th day of November, 1996, by and between Armor Holdings,
Inc., a Delaware corporation, having its principal office at 13386
International Parkway, Jacksonville, Florida 32218 (the "Company"), and
Jonathan M. Spiller, (the "Employee").
WHEREAS, the Company has previously authorized the grant of
options to purchase 50,000 shares of Common Stock pursuant to the Stock Option
Agreement, dated as of January 19, 1996, between the Company and Jonathan M..
Spiller. (the "Stock Option Agreement"); and
WHEREAS, the Option grant was reduced pursuant to the terms
of the Letter Agreement and the Stock Option Agreement to 24,000 shares, being
the number of shares of Common Stock sold by Employee on November 8, 1996.
NOW, THEREFORE, the parties agree as follows:
1. Section 1(b) of the Stock Option Agreement is hereby
amended by deleting such section 1(b) in its entirety and inserting the
following in lieu thereof:
"(b) Notwithstanding anything to the contrary contained in
the Stock Option Agreement, the number of options granted to Employee is hereby
reduced to Twenty Four Thousand (24,000), which is equal to that number of
shares of Common Stock sold by Employee as set forth and described in the
Letter Agreement."
2. Section 4 of the Stock Option Agreement is hereby
amended by deleting such section 4 in its entirety and inserting the following
in lieu thereof:
"The Shares into which this Option is exercisable shall
vest immediately.
3. Capitalized terms used but not defined in this Amendment
No. 1 shall have their respective meetings ascribed thereto in the Stock Option
Agreement.
<PAGE>
4. Except as expressly amended by this Amendment No. 1, the
Stock Option Agreement shall remain in full force and efect as the same was in
effect immediately prior to the effectiveness of this Amendment No. 1.
5. This Amendment No. 1 shall be governed and construed with
and on the same basis as the Stock Option Agreement, as set forth therein.
6. This Agreement may be executed in any number of
counterparts, but all counterparts will together constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Agreement as of the day and year first above written.
ARMOR HOLDINGS, INC.
By: /s/ Carol T. Burke
-------------------------------
Name: Carol T. Burke
Title: Vice President and Secretary
EMPLOYEE
/s/ Jonathan M. Spiller
------------------------------------------
Name: Jonathan M. Spiller
<PAGE>
EXHIBIT 5.1
-----------
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-4896
(212) 541-6222
January 21, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Armor Holdings, Inc.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel to Armor Holdings, Inc. a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
the registration by the Company under the Securities Act of 1933, as amended,
of an offering of up to an aggregate of 2,224,000 shares of the Company's
Common Stock, $.01 par value per share (the "Shares"), pursuant to the Armor
Holdings, Inc. Amended and Restated 1996 Stock Option Plan (the "1996 Plan"),
the Armor Holdings, Inc. 1996 Non-Employee Directors Stock Option Plan (the
"Directors Plan") and the grant of options to purchase 24,000 shares of Common
Stock to an executive officer (the "Executive Plan" and collectively with the
1996 Plan and the Directors Plan, the "Plans").
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
<PAGE>
We have relied, without independent investigation, upon a
certificate from an officer of the Company that the number of shares which
the Company is authorized to issue in its Certificate of Incorporation, as
amended, exceeds the sum of (i) the number of shares of the Company's Common
Stock outstanding, (ii) the number of shares of the Company's Common Stock
held as treasury shares, and (iii) the number of shares of the Company's
Common Stock which the Company is obligated to issue (or has otherwise
reserved for issuance for any purposes), by at least the number of shares
which may be issued in connection with the Plans, and we have assumed
for purposes of our opinion herein that such condition will remain true at all
future times relevant to this opinion. We have also assumed that the Company
will cause certificates representing Shares issued in the future to be properly
executed and delivered and will take all other actions appropriate for the due
and proper issuance of such Shares. We have assumed for purposes of this
opinion that options issued under the Plans and the Shares issuable upon
exercise of such options have been duly authorized by all necessary corporate
action on the part of the Company and such options have been duly authorized
and granted under the Plans. We express no opinion regarding any shares
reacquired by the Company after initial issuance.
We are members of the Bar of the State of New York and are not
admitted to practice law in any other jurisdiction. We do not hold ourselves
out as being conversant with, and express no opinion as to, the laws of any
jurisdiction other than the laws of the State of New York and the General
Corporation Law of the State of Delaware.
Subject to the limitations stated in this letter, and subject
further to the following limitations, it is our opinion that (i) the Shares
issued by the Company, upon due exercise of any option under and in accordance
with the 1996 Plan pursuant to which such option was granted, will, upon
delivery thereof and receipt by the Company of all and adequate consideration
owed to the Company under the terms of such option and the 1996 Plan, be
validly issued, fully paid and nonassessable, (ii) the Shares issued by the
Company, upon due exercise of any option under and in accordance with the
Directors Plan pursuant to which such option was granted, will, upon delivery
thereof and receipt by the Company of all and adequate consideration owed to
the Company under the terms of such option and the Directors Plan, be validly
issued, fully paid and nonassessable and (iii) the Shares issued by the
Company, upon due exercise of any option under and in accordance with the
Executive Plan and the Stock Option Agreement, dated January 19, 1996, as
amended on Novemer 8, 1996, between the Company and Jonathan M. Spiller
(the "Agreement") pursuant to which such option was granted, will, upon
delivery thereof and receipt by the Company of all and adequate consideration
owed to the Company under the terms of such option and the Agreement, be
validly issued, fully paid and nonassessable.
The foregoing assumes that the aforesaid Registration Statement
will become and remain effective under the Securities Act of 1933, as amended,
prior to any offering of the Shares pursuant to the terms thereof and will be
amended, as appropriate, and that there will be compliance
<PAGE>
with all applicable state securities laws in connection with the offering of
such securities, as well as compliance with the terms of the offering set forth
in the Registration Statement.
This opinion is rendered solely for your benefit and may not be
relied upon by any other person or entity. This opinion is provided to you as
of the date hereof. We undertake no, and hereby disclaim any obligation to
advise you of any change in any matter set forth herein. Without our prior
written consent, this opinion may not be quoted in whole or in part or
otherwise referred to in any report or document furnished to any person or
entity.
We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Kane Kessler, P.C.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Armor Holdings, Inc. and Subsidiaries (the "Company") on Form S-8 of our report
dated March 19, 1998, appearing in the Annual Report on Form 10-K of the
Company for the year ended December 27, 1997 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
New York, New York
January 21, 1999
<PAGE>
The Board of Directors
DSL Group Limited:
We consent to the inclusion of our report dated 15 April 1997 relating to the
consolidated balance sheet of DSL Group Limited and subsidiaries as of 31
December 1996 and the consolidated profit and loss account and consolidated
cash flow statement for the period from 3 June 1996 to 31 December 1996, in the
Annual Report on Form 10-K of Armor Holdings, Inc. which is incorporated by
reference in the registration statement on Form S-8 filed by Armor Holdings,
Inc. and to the reference to our firm under the heading "Experts" in such
registration statement.
KPMG
London, England
22 January 1999
