ARMOR HOLDINGS INC
NT 10-Q, 2000-11-15
DETECTIVE, GUARD & ARMORED CAR SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                     Commission File No. 0-18863

                           NOTIFICATION OF LATE FILING

  (Check One): [ ] Form 10-K   [ ] Form 11-K   [ ] Form 20-F   [x] Form 10-Q
                               [ ] Form N-SAR

                    For the Period Ended: September 30, 2000
                                         -------------------

[ ] Transition Report on Form 10-K    [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
         For the Transition Period Ended: ____________________________

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant: ARMOR HOLDINGS, INC.
Former name if applicable:


Address of principal executive office  1400 MARSH LANDING PARKWAY
City, state and zip code                    JACKSONVILLE, FLORIDA 32250

                                     PART II
                             RULE 12B-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)


       |  (a)      The reasons described in reasonable detail in Part III of
       |           this form could not be eliminated without unreasonable effort
       |           or expense;
       |  (b)      The subject annual report, semi-annual report, transition
       |           report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
[x]    |           thereof will be filed on or before the 15th calendar day
       |           following the prescribed due date; or the subject quarterly
       |           report or transition report on Form 10-Q, or portion thereof
       |           will be filed on or before the fifth calendar day following
       |           the prescribed due date; and
       |  (c)      The accountant's statement or other exhibit required by Rule
       |           12b-25(c) has been attached if applicable.

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                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

The registrant has recently undergone a significant restructuring of the
financial accounting, reporting and control functions of its ArmorGroup Services
division, by relocating many of such functions previously performed at various
of its locations and subsidiaries to its ArmorGroup Services division's
headquarters in London. The restructuring has required significant devotion of
resources by both the registrant and its auditors and has significantly
increased the burden on the available resources at the registrant's ArmorGroup
Services division's headquarters and on its auditor's London office. The
registrant has also recently consummated a number of acquisitions and
management, in addition to executing the aforementioned restructuring and their
regular quarter end reports, is in the process of consolidating and integrating
different reporting systems into the registrant's financial reporting system.
The aforementioned issues have significantly increased the burden on the
registrant and its auditors in preparing and reviewing its quarterly financial
statements. The registrant's quarterly report will be filed with the Commission
within 5 calendar days following the prescribed due date.

                                     PART IV
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification:

         Robert R. Schiller                   (904) 741-5400
                (Name)                        (Area Code) (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).  x  Yes     No
                    ---     ---

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?  x  Yes    No
                 ---     ---

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

The registrant's results of operations for the quarter ending September 30, 2000
includes significantly higher revenue and significantly higher expenses than the
corresponding period for the last fiscal year based in part upon various
acquisitions consummated since the corresponding period for the last fiscal
year. The Company results includes a significant reduction in net income based
in part on certain non-recurring charges. For more information, see the
Company's earnings release which was released on November 14, 2000.

                              Armor Holdings, Inc.
                              --------------------
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: November 14, 2000         By: /s/ Robert R. Schiller
                                   -----------------------
                                   Robert R. Schiller, Executive Vice President,
                                   Chief Financial Officer

                                    ATTENTION

         Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).




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