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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) : October 18, 1999
ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1400 Marsh Landing Parkway
Suite 112
Jacksonville, Florida 32250
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 741-5400
13386 International Parkway
Jacksonville, FL 32218
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On October 18, 1999, the Board of Directors of Armor Holdings, Inc. (the
"Company") approved a stock repurchase program pursuant to which the Company is
authorized, depending upon market conditions and other factors, to repurchase up
to a maximum of 10% of its Common Stock in the open market, in privately
negotiated transactions or otherwise. Such repurchases will be made in
accordance with applicable rules and regulations, and may be discontinued at any
time. The new repurchase program will replace the Company's previous repurchase
program, which was adopted in August 1998, and will be in effect until December
31, 2001. The Company's existing credit facility limits repurchases pursuant to
a stock repurchase program to $10 million. The Company is seeking a waiver from
its banks to comply with its existing credit agreement.
The Company's press release dated October 18, 1999 announcing the stock
repurchase program is filed as Exhibit 99.1 to, and is incorporated by reference
in, this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Number Description
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99.1 Press Release of the Company dated October 18, 1999
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Armor Holdings, Inc.
By: /s/ Nicholas Winiewicz
Date: October 22, 1999 ----------------------------
----------------- Nicholas Winiewicz
Chief Financial Officer
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Exhibit 99.1
[LOGO]
ARMOR HOLDINGS, INC.
FOR IMMEDIATE RELEASE
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Company Contact: Investor Relations Contact:
JONATHAN M. SPILLER RICH SCHINELLER/VICTOR SHALOM
President and Chief Executive Officer Morgen-Walke Associates, Inc.
Armor Holdings, Inc. [email protected]
904.741.5400 212.850.5600
www.armorholdings.com
Press Contact:
JENNIFER GERY
Morgen-Walke Associates, Inc.
[email protected]
212.850.5600
ARMOR HOLDINGS, INC. ANNOUNCES STOCK REPURCHASE PROGRAM
JACKSONVILLE, FLORIDA OCTOBER 18, 1999 - ARMOR HOLDINGS, INC. (THE "COMPANY")
[NYSE: AH] announced today that the Company's Board of Directors approved a
stock repurchase program pursuant to which the Company is authorized, depending
upon market conditions and other factors, to repurchase up to a maximum of 10%
of its Common Stock in the open market, in privately negotiated transactions or
otherwise. Such repurchases will be made in accordance with applicable rules and
regulations, and may be discontinued at any time. The new repurchase program
will replace the Company's previous repurchase program, which was adopted in
August 1998, and will be in effect until December 31, 2001. No shares of the
Company's stock were ever repurchased under the 1998 Stock Repurchase Program.
The Company's existing credit facility limits repurchases pursuant to a stock
repurchase program to $10 million. The Company is seeking a waiver from its
banks to comply with its existing credit agreement.
ABOUT ARMOR HOLDINGS
Armor Holdings, included in FORTUNE magazine's list of "America's 100 Fastest
Growing Companies" in 1999, is a leading global provider of security risk
management services to multi-national corporations and governmental agencies
through its ArmorGroup Services division. Armor Holdings is also a leading
manufacturer of security products for law enforcement personnel around the world
through its Armor Holdings Products division. ArmorGroup Services provides
sophisticated security planning and risk management, electronic security systems
integration, consulting and training services, as well as intellectual property
asset protection, business intelligence and investigative services. Armor
Holdings Products manufactures and sells a broad range of high quality branded
law enforcement equipment. Such products include ballistic resistant vests and
tactical armor, less-than-lethal munitions, anti-riot products and narcotic
identification kits.
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This press release contains forward-looking statements that involve risks and
uncertainties, including those relating to obtaining the banks' waiver, the
execution of acquisition strategies, the expansion of product lines and the
increase of distribution networks and product sales. Armor Holdings, Inc.'s
actual results could differ materially from those discussed in such
forward-looking statements based on a variety of factors, including but not
limited to, the actions of current and potential new competitors, changes in
technology, adoption of new laws and regulations, the nature and amount of the
Company's revenues and expenses and overall economic conditions. Other risks are
reflected in the Company's filings with the Securities and Exchange Commission.
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