ARMOR HOLDINGS INC, S-8, 2000-08-29

ARMOR HOLDINGS INC
S-8, 2000-08-29
DETECTIVE, GUARD & ARMORED CAR SERVICES

Previous: U S PAWN INC, S-8, EX-23, 2000-08-29

Next: ARMOR HOLDINGS INC, S-8, EX-5.1, 2000-08-29

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2000

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)

<TABLE>
<CAPTION>
<S> <C>
DELAWARE 59-3392443
(State or other jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>

1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250
(Address of Principal Executive Offices and Zip Code)

-------------

ARMOR HOLDINGS, INC.
1999 STOCK INCENTIVE PLAN

ARMOR HOLDINGS, INC.
1998 STOCK OPTION PLAN

-------------

WARREN B. KANDERS
CHAIRMAN OF THE BOARD OF DIRECTORS
ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250
(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.

<PAGE>

CALCULATION OF REGISTRATION FEE

====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share 2,725,000 shares $14.01(3) $38,190,563 $10,082.31
====================================================================================================================

</TABLE>

(1) The 1999 Stock Incentive Plan (the "1999 Plan") authorizes the issuance
of a maximum of 2,000,000 shares of Common Stock which are reserved for issuance
pursuant to the grant of stock based awards under the 1999 Plan. The 1998 Stock
Option Plan (the "1998 Plan") authorizes the issuance of a maximum of 725,000
shares of Common Stock which are reserved for issuance pursuant to the grant of
stock based awards under the 1998 Plan.

(2) In addition, pursuant to Rule 416(c) promulgated under the Securities
Act of 1933, as amended, this Registration Statement on Form S-8 also covers an
indeterminate amount of shares as may be required to be issued to cover possible
adjustments under each of the 1999 Plan and the 1998 Plan, including without
limitation, adjustments in the event of stock dividends, stock splits,
recapitalization, restructures, mergers, consolidations, combinations or
exchanges of shares, separations, spin-offs, reorganizations, liquidations or
other similar transactions effected without the receipt of consideration and
which results in an increase in the number of outstanding shares of Common
Stock.

(3) 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 1,211,166
outstanding options granted under the plans for which the underlying shares of
Common Stock have not previously been registered, which is $10.87 and (ii) with
respect to 1,513,834 shares available for grant under the plans, a price of
$16.531 (the average of the high and low price of the Registrant's Common Stock
as reported on The New York Stock Exchange on August 25, 2000.

<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 1999 Plan and the 1998 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
our 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 our Common
Stock which are deemed to be control securities, which have been acquired or
will be acquired by control persons, pursuant to the 1999 Plan or the 1998 Plan.

<PAGE>

REOFFER PROSPECTUS
ARMOR HOLDINGS, INC.
2,725,000 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
2,725,000 shares of our 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. 1999 Stock Incentive Plan (the
"Plan") and the 1998 Stock Option Plan (the "1998 Plan" and collectively with
the 1999 Plan, the "Plans").

All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on The New York 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." We will receive none of the
proceeds of this offering, although we will receive cash upon the sale of stock
to the Selling Stockholders under the Plans. 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 us. See "Expenses."

SEE "RISK FACTORS" ON PAGE 21 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.

Our common stock is listed on The New York Stock Exchange. On August
28, 2000, the closing price of our common stock was $16.25 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 August 29, 2000.

<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

We are 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 us 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. 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. The telephone
number of the Commission is (8090) SEC-0330. In addition, similar information
can be inspected at the New York Stock Exchange, 11 Wall Street, New York, New
York 10005.

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 us and our
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.

You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of common stock.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Registration Statement, except as superseded or modified herein:

i. 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, filed as of April 29, 1999,
including any amendment or report filed for the
purpose of updating such description.

ii. The Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1999.

iii. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000.

iv. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000.

v. Definitive Proxy Statement dated May 19, 2000,
relating to the annual meeting of stockholders held
on June 15, 2000.

All of such documents are on file with the Commission. In addition, all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, 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 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
Registration Statement 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 Registration Statement.

We hereby undertake 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
our corporate secretary, c/o Armor Holdings, Inc., 1400 Marsh Landing Parkway,
Suite 112, Jacksonville, FL 32250 (904) 741-5400.

<PAGE>

THE COMPANY

COMPANY OVERVIEW

We are a leading global provider of security risk management service to
multi-national corporations and governmental agencies through our ArmorGroup
Services division. We are also a leading manufacturer of security products for
law enforcement personnel around the world through our Armor Holdings Products
division. ArmorGroup Services division provides sophisticated security planning
and risk management, mine clearance services, electronic security systems
integration, computer forensic, consulting and training services, as well as
intellectual property asset protection, business intelligence and investigative
services. We provide these services to multi-national corporations and
governmental and non-governmental agencies across 38 countries. Armor Holdings
Products manufactures and sells a broad range of high quality branded law
enforcement equipment and has leading market positions in several of the product
categories in which we compete. Such products include ballistic resistant vests
and tactical armor, less-than-lethal munitions, holsters and duty gear,
anti-riot products, narcotics identification kits and specialty lubricants,
cleaners and preservatives and military weapon maintenance systems. These
products are sold primarily to law enforcement agencies through a worldwide
network of over 500 distributors and sales agents, including approximately 350
in the United States. We believe significant opportunities exist to grow our
company and extend our global infrastructure through geographic expansion and
strategic acquisitions of related businesses in the fragmented security risk
management services and products industry.

ArmorGroup Services Division.

ArmorGroup provides a broad range of sophisticated security risk
management solutions to multi-national corporations in diverse industries such
as natural resources, financial services and consumer products, and to
governmental and non-governmental agencies such as the U.S. Department of State,
the United Nations and the World Bank. Our clients typically have personnel and
other investments in unstable and often violent areas of the world. Through our
offices on five continents, we provide our multi-national clients with a
diversified portfolio of security solutions to assist them in mitigating risks
in their operations around the world. Our highly trained, multi-lingual and
experienced security personnel work closely with our clients to create and
implement solutions to complex security problems. These services include the
design and implementation of risk management plans and security systems, mine
clearance services, provision of security specialists and training of security
personnel. We also provide our multi-national clients with specialized
investigative services enhanced by our global network. These services include
intellectual property asset protection and related investigative services
ranging from protecting companies against counterfeiting, patent infringements,
product tampering and extortion to identifying unethical supplier activities. In
addition, we provide business intelligence, fraud investigation, computer
forensic and asset tracing and recovery services to financial services
companies, law firms and other entities worldwide. We believe that many of our
security services, while often representing a small portion of our clients'
overall cost of doing business, are critical to our clients' success. We believe
this creates a consistent demand for our premium services at attractive margins.

<PAGE>

Armor Holdings Products Division.

Our Armor Holdings Products division manufactures and sells a broad
range of high quality branded law enforcement equipment, such as ballistic
resistant vests and tactical armor, bomb disposal equipment, less lethal
munitions, anti-riot products including tear gas and distraction grenades,
narcotics identification kits, custom-built armored vehicles, specialty
lubricants, cleaners and preservatives and military weapon maintenance systems
and holsters and duty gear. Our products are marketed under brand names which
are well-known and respected in the law enforcement community such as American
Body Armor, Safariland, Defense Technology, Federal Laboratories, MACE(R),
PROTECH and NIK(R). We sell our manufactured products primarily to law
enforcement agencies through a worldwide network of over 500 distributors and
sales agents including approximately 350 in the United States. Our extensive
distribution capabilities and commitment to customer service and training have
enabled us to become a leading provider of security equipment to law enforcement
agencies. We believe there are significant opportunities to grow our
manufacturing business through the acquisition and development of new product
lines, expansion into new territories and further development of sales to
specialized government and military agencies. In addition, management believes
that consistent demand for our premium products at attractive margins will
continue because our products are critical to the safety and effectiveness of
our customers.

INDUSTRY OVERVIEW

We participate in the global security risk management industry by
providing specialized security services to multi-national corporations and
governmental agencies and through the manufacture of security products marketed
to law enforcement and correctional personnel. Increasingly, governments,
businesses, and individuals have recognized the need for our services and
products to protect them from the risks associated with white-collar crime,
fraud, physical attacks and threats of violence. In general, the need for
protection against these risks is confirmed by a variety of statistics. For
example, according to the American Society for Industrial Security, damages from
intellectual property thefts result in estimated losses of $250 billion annually
for U.S.-based companies. In addition, fraud costs U.S. organizations over $400
billion annually according to a recent estimate by the Association of Certified
Fraud Examiners. The number of casualties resulting from terrorist incidents
increased from 317 in 1991 to 2,963 in 1996, and in 1997, 73% of all
international terrorist incidents targeted businesses compared to 53% in 1992.
Corporate governance and legal imperatives are driving corporations to seek
enhanced standards of risk management.

Specialized Security Services Market.

In response to these security problems, corporations are increasingly
contracting experienced private companies to perform their security services.
Industry studies demonstrate that the worldwide security services market has
been growing at a rate of 8.0% annually from 1995 to 2000. Total revenues for
the worldwide market have reached $61.8 billion and are projected to grow to
$87.9 billion by 2005. Management believes that demand by multi-national
corporations and governmental agencies operating in developing nations for
security services such as risk assessment, crisis management, guard force
management, security force organization

<PAGE>

and executive protection is likely to increase as these entities continue to
establish operations and manufacturing facilities in foreign and developing
countries. These services are mission-critical to our client's businesses and
ArmorGroup enjoys premium positioning offering the potential for sustained high
margins.

The U.S. has been the target of several deadly terrorist attacks
directed toward U.S. Department of State personnel and facilities across the
world. In 1998, U.S. embassies in Nairobi and Dar Es Salaam were bombed,
resulting in over 235 deaths and over 5,000 injuries. The U.S. government's
response to these threats also supports the increased emphasis on protection
against security risks. With our global network of overseas offices and our
broad portfolio of security services and products, we believe that we are well
positioned to participate in expected increases in security-related spending at
U.S. diplomatic facilities around the world. Demand for corporate investigative
services continues to grow as corporations react to the need to protect their
assets against the growing threats of international fraud, counterfeiting and
piracy of intellectual property. Client companies require sophisticated
investigative solutions including computer-based techniques and strong
cross-border capabilities. ArmorGroup is able to deliver these key requirements.

Manufactured Security Products Market.

Certain industry studies estimate that worldwide expenditures for
security products will grow at a compounded annual rate of 7.9% from
approximately $14 billion in 1990 to approximately $60 billion in 2010. Although
these statistics do not correlate directly to our product lines, we believe that
the increasing spending in the private security sector is indicative of a
greater demand for our products in the law enforcement, correctional and
governmental sectors.

In response to an increased emphasis on safety and protection, the
number of police officers has increased significantly over the past several
years. By 1996 there were approximately 738,000 full-time sworn law enforcement
officers in the U.S. In 1993, a U.S. Department of Justice survey of local
police departments indicated that 65% of such organizations have purchased body
armor for all of their officers, 60% supply their officers with pepper spray,
35% supply their officers with tear gas and 10% maintain inventories of stun
grenades and less-than-lethal projectiles. In addition, the U.S. prison
population has doubled since 1985 to approximately 1.8 million inmates in 1998.
We believe this rise in the prison population has spurred demand from
institutional correctional facilities for manufactured security products.

KEY STRENGTHS

We believe that the following key strengths will enable us to continue
to increase sales to existing and new customers, expand our service and product
offerings, enter new markets, increase our profitability and capitalize on
industry trends.

Broad Portfolio of Services and Products.

We offer a broad portfolio of security services and products, enabling
us to provide

<PAGE>

comprehensive solutions to our customers' security needs. We strive to enhance
our position as a single source provider of global security services to our
clients and believe that our worldwide infrastructure enables us to follow our
governmental and multi-national corporate clients to new geographical markets as
well as cross-sell additional services to these customers. Similarly, our
extensive product distribution network allows us to provide our customers a
broad array of complementary manufactured law enforcement equipment. Through
strategic acquisitions and internal growth, we expect to continue to expand our
service and product offerings.

Strong Client Base and Extensive Distribution Network.

ArmorGroup services serves a client base representing governmental
agencies and approximately 500 multi-national corporations worldwide. Armor
Holdings Products has a broad, full service network of approximately 350
domestic distributors and 150 international agents to sell our portfolio of
manufactured law enforcement equipment. The quality and scope of our products
and the strength of our brand names has enabled us to establish one of the
largest distribution networks in the industry and engendered the loyalty of our
distributors. We work closely with our distributors and agents to respond to and
anticipate the needs of end-users, which we believe allows us to maintain our
market leadership position. We believe that the diversity of our clients'
end-markets, the continued globalization of our clients and the strength of our
distribution relationships minimize our dependence on any particular product,
market, or customer.

Strong Brands with Leading Market Positions.

Our product lines are marketed under brand names widely recognized in
law enforcement, such as American Body Armor, NIK(R), Defense Technology,
Federal Laboratories, MACE(R), Break-Free and Safariland and others. Due to the
life-protecting nature of the products in the markets that we serve, end-users
prefer to purchase premium products with brand names that have solid reputations
for quality and which provide high levels of performance. The strength of our
brand names has contributed to our leading market positions in several of the
product categories in which we compete, including body armor (Xtreme(TM) and
Zero-G(TM)), aerosol defense sprays (MACE(R)), less-than-lethal munitions
(Defense Technology and Federal Laboratories), duty gear (Safariland) and
weapons cleaning systems (Break-Free).

Proven Track Record of Identifying, Completing and Integrating Acquisitions.

Since January 1996, we have completed 20 acquisitions in the security
services and products industry. We employ a disciplined approach to evaluating
acquisition opportunities and integrating the operations of acquired businesses.
We believe that these acquisitions have strengthened our market position,
leveraged our distribution network and expanded our service and product
offerings. Further, we believe that our performance-based compensation plan
enables us to retain strong managers of acquired businesses and provides for
timely and efficient integration of acquired operations.

GROWTH STRATEGY

<PAGE>

Our strategic objective is to be the leading global provider of
security risk management services and products to multi-national corporations,
governmental agencies and law-enforcement personnel. We expect the demand for
security risk management services and products to continue to grow and we seek
to capitalize on this growth by offering a comprehensive array of premium
security risk management services and law enforcement equipment throughout the
world. We intend to enhance our leadership position through strategic
acquisitions by creating a broad portfolio of services and products to satisfy
all of our customers' increasingly complex security needs. By establishing a
critical mass of services and a broad base of customers, we have built in the
capacity to perform multiple aspects of our clients' threat analyses and
security provision on a comprehensive basis. We plan to continue to execute this
growth strategy primarily through internal expansion of our existing businesses
and through strategic acquisitions of businesses offering complementary
services, markets, and customer bases. The following elements define our growth
strategy:

Pursue Strategic Acquisitions.

The security risk management services and products industry is highly
fragmented and characterized primarily by smaller, geographically restricted
single service or product providers. We believe, however, that many clients in
the industry would prefer to deal with a consolidated entity that can provide a
broad spectrum of services and/or products in the security risk management
industry with coverage of their needs across entire regions, or globally. As a
result, we selectively pursue acquisitions that complement and expand our
service and product offerings and provide access to new geographic markets,
additional distribution channels and new client relationships.

Broaden Service Offerings to Existing Client Base.

We broaden our existing service offerings through strategic
acquisitions and develop a comprehensive range of security risk management
offerings with a global network of service providers. We intend to continue to
market our expanded offerings by increasing penetration of our existing client
base with sales of additional services.

Expand Client Base.

We expand our client base by offering a complete array of security risk
management services to our service clients, particularly those involved in the
petrochemical and mineral extraction industries, branded product industries, and
financial services industries as they expand their commercial activities
throughout the world. In addition, we market our expanded offerings to new
clients referred to us by our existing clients. Client referrals have
historically provided significant growth opportunities for us with minimal
incremental marketing expense.

Expand Distribution Network and Product Offering.

We leverage our distribution network by expanding our range of branded
law enforcement equipment through the acquisition of niche defensive security
products manufacturers and by investing in the development of new and enhanced
products which

<PAGE>

complement our existing offerings. A broader product line enables us to
strengthen our relationship with distributors and enhance our brand appeal with
military, law enforcement and other end users.

Continue Global Expansion.

We expand the scope of our service and product offerings by serving
existing customers who are expanding geographically, acquiring complementary
assets and capabilities and extending our distribution network into new
territories. We target those regions where emerging market conditions or
political instability create demand for our services or where increased
regulation, political instability or growth of prison populations create a
demand for our products. Many existing clients are pursuing rapid global
expansion strategies which may also provide access to new territories and
prospective new client relationships.

ACQUISITIONS

We have pursued a strategy of growth by acquiring businesses and assets
that complement our existing operations. We use several criteria to evaluate
prospective acquisitions including whether the business to be acquired (1)
broadens the scope of the services or products we offer or the geographic areas
we serve, (2) offers attractive margins, (3) is accretive to earnings, and
(4)offers the opportunity to enhance profitability by improving the efficiency
of our operations. Since January 1996, we have consummated 20 acquisitions.

Acquisition History.

The following table summarizes certain information concerning the
acquisitions we have announced or closed.

<PAGE>

ARMORGROUP SERVICES

<TABLE>
<CAPTION>
Year
----
Company Acquired Services
------- -------- --------
<S> <C> <C>
DSL Group Limited 1997 Security risk management and consulting services worldwide

Gorandel Trading Limited 1997 Security risk management and consulting services in
Russia

Low Voltage Systems 1998 Electronic security systems integration
Technology

Asmara Limited 1998 Investigation, asset tracing, due diligence

CDR International Limited 1998 Intellectual property asset protection

Alarm Protection Services 1998 Alarm monitoring, systems integration, and physical security in Uganda
Ltd.

The Parvus Company 1999 Global business intelligence

Alarm Systems Holding Company 1999 Electronic security and fire alarm systems integration

Fire Alarm Service 1999 Electronic security and fire alarm systems integration
Corporation

2000 Computer forensics training, software development and computer evidence
New Technologies, Inc. consulting

Special Clearance Services 2000 Humanitarian de-mining and ordnance disposal
Limited

Network Audit Systems, Inc. 2000 Computer forensics

OVG International
Limited/Traquair (Hong Kong) 2000 Investigation, asset tracing, due diligence
Limited (HK), Traquair (Hong
Kong) Limited (BVI)
</TABLE>

<PAGE>

ARMOR HOLDINGS PRODUCTS

<TABLE>
<CAPTION>
Year
----
Company Acquired Services
------- -------- --------
<S> <C> <C>
NIK Public Safety Product
Line 1996 Portable narcotic identification kits under the NIK brand name

Defense Technology Less-than-lethal and anti-riot products under the brand names Defense
Corporation of America 1996 Technology, Def-Tech, Distraction Device and First Defense

Supercraft (Europe) Limited 1997 High visibility garments

Law Enforcement Division of
Mace Security Tear gas and pepper sprays under the brand name MACE(R) and Federal
International, Inc. 1998 Laboratories

PROTECH Armored Products of
Massachusetts, Inc. 1998 Hard armor, vehicle armor under the brand name Protech

Safariland Ltd., Inc. Law enforcement products under the brand names Safariland, Safari
1999 Armor, Duty Gear, Zero-G, Nylok

Break-Free, Inc. 2000 Specialty lubricants and military weapon maintenance systems
</TABLE>

SERVICES AND PRODUCTS

ARMORGROUP SERVICES

Our ArmorGroup Services division provides a broad range of
sophisticated security risk management services to multi-national corporations
and to governmental and non-governmental agencies, including the following
services:

Security Planning, Advice and Management.

We believe we are the world's leading provider of specialized security
risk management services. We operate in high risk and hostile environments
characterized by rapid economic growth, political instability, diminished
law-and-order, emerging market conditions and/or significant natural resources,
such as Africa, South America, Central Asia, Russia and the Balkans. The core of
our service business is the creation and implementation of risk management plans
and solutions to complex security problems in high risk areas through detailed
and targeted analysis of potential threats to security, assistance in the secure
design of facilities, the provision of highly qualified specialists with
extensive international experience in practical security applications and
on-going training of security personnel and client personnel with respect to
preventive security measures. We also provide humanitarian mine clearance and
ordnance disposal and maintenance of secure lines of communication.

<PAGE>

We offer security solutions that involve law enforcement training,
security consultation services and experienced security personnel who act as
planners, trainers, managers, advisors, instructors and liaison personnel. We
also provide teams of security consultants and advisors many of who are British
Special Air Services veterans. We provide security services including risk
assessment, project organization and management, equipment, training and
management of existing guard forces, system design, procurement and
installation, crisis management, VIP protection, specialist training and
evacuation planning. In connection with our security services, we utilize the
services of approximately 140 expatriates and 3,500 locally recruited guards.
These guards are supervised, managed and trained by our professional security
staff. Our clients are multi-national corporations in industries including
petrochemical and natural resource extraction, manufacturing, travel and
financial services. Additionally, we serve governmental and non-governmental
agencies.

Security Systems Integration.

We are a provider of security systems specializing in the design,
integration, maintenance and technical support of sophisticated electronic and
computer-driven security and fire alarm systems. We specialize in high-speed
analog and digital transmission designs for life safety, communication, alarm,
closed circuit television, access control, television and security systems.
These systems are installed in airports, banks, government buildings, hospitals,
prisons, universities, stores, office buildings, telecommunication centers,
radio and television stations, and similar locations. Our clients include
multi-national companies, embassies and high commissions and military entities
worldwide.

Intellectual Property Asset Protection.

We provide a full range of consulting and investigative services
specializing in worldwide intellectual property asset protection for
multi-national corporations with products that have valuable brand name
recognition. Our services range from protecting companies against
counterfeiting, patent infringements, product tampering, gray market
distribution, and extortion to identifying unethical supplier activities such as
the use of child labor. These services are provided by professionals with
extensive backgrounds in related areas, including trade and customs law. We
offer brand protection and often work with our clients during product
development to establish trademark and patent protection strategies and work to
protect the brand throughout its lifecycle. Our clients include multi-national
branded product companies involved in tobacco, sportswear, spirits, and
pharmaceuticals, as well as financial services and insurance companies.

Investigation and Due Diligence.

We provide fraud investigation, assettracing, computer forensics, due
diligence, litigation research, political risk analysis and other business
intelligence services to multi-national and financial services companies
worldwide. We rely on our network of business intelligence contacts, many
proprietary and public databases, and our experience in gathering and
deciphering hard to find information. We are enhancing our capabilities in this
area through acquisition. Our professionals have various backgrounds including
experience in financial, due diligence and

<PAGE>

foreign intelligence services. Our clients include investment and commercial
banks, insurance companies, law firms and other multi-national companies.

ARMOR HOLDINGS PRODUCTS

Body Armor.

We manufacture and sell a wide array of armor products under the
leading brand names American Body Armor and Safariland which are designed to
protect against bodily injury caused by bullets, knives and explosive shrapnel.
Our principal armor products are ballistic resistant vests, sharp instrument
penetration armor, hard armor such as anti-riot gear, helmets, shields and
upgrade armor plates, and bomb protective gear. Our line of ballistic protective
vests provides varying levels of protection depending upon the configuration of
ballistic materials and the standards (domestic or international) to which the
armor is built. In addition, we primarily sell ballistic resistant vests, under
the brand names Xtreme(TM) and Zero-G(TM). Our body armor products that are
manufactured in the United States are certified under guidelines established by
the National Institute of Justice.

We offer two types of ballistic resistant armor, concealable armor and
tactical armor. Concealable armor, which generally is worn beneath the user's
clothing, is our basic line of body armor. These vests are often sold with a
shock plate, which is an insert designed to improve the protection of vital
organs from sharp instrument attack and to provide enhanced blunt trauma
protection. Tactical armor is worn externally and is designed to provide
protection over a wider area of a user's body and defeat higher levels of
ballistic threats. These vests, which are usually manufactured with hard armor
ballistic plates that provide additional protection against rifle fire, are
designed to afford the user maximum protection. Tactical armor may also provide
enhanced protection against neck, shoulder and kidney injuries. Tactical armor
is offered in a variety of styles, including tactical assault vests, tactical
police jackets, floatation vests, high-coverage armor and flak jackets.

Our sharp instrument penetration armor is designed primarily for use by
personnel in correctional facilities and BY other law enforcement employees who
are primarily exposed to threats from knives and other sharp instruments. These
vests are constructed with special metallic blends, as well as, flexible woven
fabrics and are available in both concealable and tactical models. In addition,
these vests can be combined with ballistic armor configurations to provide both
ballistic and sharp instrument penetration resistant protection.

We manufacture several hard armor products under the PROTECH brand
name. PROTECH products include ballistic shields, helmets, visors and other
personal protection accessories and armor products for helicopters, automobiles
and riot control vehicles.

We also manufacture a variety of hard armor ballistic shields primarily
for use in tactical clearance applications. These shields are manufactured using
Spectra ballistic fibers, polyethylene ballistic materials, ballistic steel,
ceramic tiles, ballistic glass or a combination of any one or more of these
materials. Other hard armor products include tactical face masks and helmets,
ballistic shields, barrier shields and blankets. These products allow tactical
police

<PAGE>

officers to enter high threat environments with maximum ballistic protection.

Other specialty products that we manufacture include armored press
vests, executive vests, raincoats and fireman turnout coats. These specialty
products can be custom designed to provide various levels of ballistic
protection. We also distribute a variety of items manufactured by others,
including gas masks, duty gear, and holsters.

Duty Gear.

We are a leading supplier of duty gear to law enforcement personnel in
the United States. Uniformed police officers require a wide assortment of duty
gear, which typically includes items such as belts, safety holsters, handcuff
and flashlight holders and related accessories. We manufacture and sell under
the widely recognized Safariland brand duty gear (Safari-Laminate(TM)), nylon
duty gear and accessories. Duty gear represents a very attractive market and one
in which brand appeal, safety and quality dictate demand.
Replacement sales represent significant recurring demand for duty gear.

Less-Than-Lethal Products.

Under the Defense Technology, First Defense, Federal Laboratories and
MACE(R) brands, we manufacture and sell a complete line of less-than-lethal,
anti-riot and crowd control products designed to assist law enforcement and
military personnel in handling situations that do not require the use of deadly
force. These products, which generally are available for use only by authorized
public safety agencies, include pepper sprays, tear gas, specialty impact
munitions and distraction devices.

Through the acquisition of the assets of the law enforcement division
of Mace Security International, Inc., we acquired the exclusive license to use
the MACE(R) brand in connection with the manufacturing and sale of MACE(R)
aerosol sprays to law enforcement entities worldwide. We also manufacture pepper
sprays containing the active ingredient oleoresin capsicum, a cayenne pepper
extract. Our pepper spray formula is patented and carries the trademark name of
First Defense. The products range from small "key-ring" and hand-held units to
large volume canisters for anti-riot and crowd control applications.

Our tear gases are manufactured using Orthochlorabenzalmalononitrile
("CS") and Chloroacetophenone ("CN"). These products are packaged in hand-held
or launchable grenades, both pyrotechnic and non-pyrotechnic, as well as in 37
mm, 40 mm and 12 gauge munitions. The munitions include barricade rounds, blast
dispersions and pyrotechnic canisters. We hold a patented design covering two of
our non-pyrotechnic grenades.

We manufacture a wide range of specialty impact munitions that can be
used against either individual targets or in anti-riot and crowd control
situations. These products, which range from single projectiles, such as bean
bags, rubber balls, wood and rubber batons, to multiple projectile products
containing rubber pellets, rubber balls or foam, can be fired from standard

14
<PAGE>

12 gauge shotguns, 37 mm gas guns and 40 mm launchers.

We also manufacture a patented and trademarked device that is used for
dynamic entries by specially trained forces where it is necessary to divert the
attention of individuals away from an entry area. This product, which carries
the trademark name of Distraction Device, emits a loud bang and brilliant flash
of light when used.

Narcotic Identification and Evidence Equipment.

We assemble and market portable narcotic identification kits under the
NIK(R) brand name which are used in the field by law enforcement personnel to
identify a variety of controlled substances, including cocaine, marijuana,
heroin and LSD. We also assemble and market evidence collection kits and
evidence tape, and have the exclusive rights to distribute Flex-Cuf(R) and
Key-Cuff disposable restraints.

CUSTOMERS

ArmorGroup Services.

Our principal security services clients include multi-national
corporations that have significant investments in remote and hostile areas of
the world. We currently serve clients in over 15 industries including
petrochemical, mining, branded products, financial services, insurance and
legal. Other significant clients include the United Nations, governmental
embassies including those belonging to the United States, projects funded by the
World Bank and the European Commission and a variety of banking, finance, aid
and humanitarian organizations and companies engaged in international trade and
commerce.

We have no clients or customers who account for more than 10% of our
total sales for the 1999 fiscal year, and our ten largest clients account for
approximately 10% of total sales for the 1999 fiscal year.

Armor Holdings Products.

In 1999, we sold approximately 82% of our products in the U.S., with
the balance sold internationally. The primary end-users of our products are law
enforcement agencies, local police departments, state correctional facilities,
highway patrols and sheriffs' departments.

MARKETING AND DISTRIBUTION

ArmorGroup Services.

As we have expanded our service offerings, we have better exploited
efficiencies and more active marketing has become an integral part of our growth
efforts. In addition to sourcing new business from client referrals, we continue
to follow our clients into new geographic areas where there exist significant
security risks. We rarely enter a country without a substantial

15
<PAGE>

contract for services already in place. Once established in a country, we seek
to expand our service offerings and our customer base through active marketing.
As we have integrated new services our professionals have increasingly relied on
active marketing to generate new business. We have fostered the cross selling of
our services by physically locating our professionals in common space and
educating our professionals about all of our service business lines. Further, a
rebranding effort is completed to market our services under the brand
ArmorGroup. A comprehensive web presence has been established
(www.armorgroup.com) as a key marketing tool for the business and with potential
to deliver risk information services on-line. We are focusing on clients in high
growth industries where the need for investigation, brand protection and other
security services are critical to success. The industries we are targeting
include financial services, software and publishing, insurance, natural resource
extraction, and global consumer brands.

Armor Holdings Products.

As a result of our history of providing high-quality and reliable
armor, duty gear, less-than-lethal products and narcotic identification and
evidence equipment, we enjoy excellent name recognition and a strong reputation
in the law enforcement equipment industry. The central element of our marketing
strategy is to capitalize our name recognition and reputation amongst our
customers by positioning ourselves as a global provider of many of the premier
security risk management services and law enforcement equipment that our
customers may need. By positioning ourselves in this manner, we can capitalize
on our existing customer base and our extensive global distribution network,
maximize the benefits of our long history of supplying security-related products
around the world and leverage our leadership position in the security risk
management services and products markets. When entering a foreign market, we
penetrate the market by offering the most comprehensive range of products and
services available in the security industry. We tailor our marketing strategy to
each geographic area of the world and will often tailor our product offering by
country. There are opportunities for cross-marketing of military and law
enforcement products which could strengthen the image of each product group. We
believe that our ability to cross-market our security risk management services
and products will enhance our position as an integrated provider of an extensive
assortment of such services and products.

In addition, we have designed comprehensive training programs to
provide initial and continuing training to our customers in the proper use of
our various product lines. These training programs are typically conducted by
trained law enforcement and military personnel we hire for such purpose.
Training is essential for our customers to use our products properly and to
avoid injury. Certain of our training programs also contribute to revenues.
Training programs are an integral part of our customer service. In addition to
enhancing customer satisfaction, we believe that they also help breed customer
loyalty and brand awareness, so that we may sell additional products to the same
customer. Our marketing efforts are further augmented by our involvement with
and support of several important law enforcement associations, including the
National Tactical Officer's Association, the International Law Enforcement
Firearms Instructors, the American Society of Law Enforcement Trainers and the
International Association of Chiefs of Police.

16
<PAGE>

Our distribution strategy involves the utilization of a worldwide
distribution network of approximately 350 domestic distributors and 150
international agents, as well as 15 regional domestic sales managers who promote
our products but refer customers to a local distributor for purchasing. We
further reinforce distributor loyalty by offering price discounts to high volume
distributors. We believe that relationships with our distributors are strong.
The distributors benefit from their association with us due to the quality our
manufactured products, the scope of our product line, the high degree of service
we provide and the distributor's opportunity to participate profitably in the
sale of our products.

We seek to expand our distribution network. As we identify and acquire
businesses that fit strategically into our existing product and service
portfolio, we maximize our distribution network by offering additional products
and services. Recent acquisitions have opened new channels of global
distribution to parts of the world not previously penetrated and have enabled us
to more fully exploit our extensive access to multi-national corporations, whose
security service needs in unstable countries may in the future require security
products that complement the services provided. The addition of these new
distribution channels will allow us to take advantage of our various units'
distribution networks by offering a wider variety of products, thereby
increasing operating efficiencies.

PRODUCT MANUFACTURING AND RAW MATERIALS

The primary raw materials used in manufacturing ballistic resistance
garments are various ballistic fibers, including Kevlar, Twaron and
SpectraShield. Kevlar, an aramid fiber, is a patented product of E.I. du Pont de
Nemours Co., Inc. ("Du Pont") and is only available from Du Pont and its
European licensee. SpectraShield is a high strength polyethylene product of
Honeywell, Inc. We also use Twaron, an aramid fiber product of Akzo-Nobel Fibers
B.V. We purchase these fibers directly from the manufacturers, and from weaving
companies who convert the raw fibers into ballistic fabric. We believe that we
enjoy a good relationship with these weaving companies. However, if necessary,
we believe that we could readily find replacement weavers. We also use
SpectraShield and Kevlar in our hard and vehicle armor products. Additionally,
we use polycarbonates, acrylics, ballistic quality steel, ceramics, and
ballistic glass. We are aware of multiple suppliers for these materials and
would not anticipate a significant impact if we were to lose any suppliers. We
do not manufacture equipment used in our security systems integration business.

We obtain from several sources the raw materials we used in the
production of chemical agents. The raw chemicals used in the production of CS
tear gas are readily obtainable with the exception of Malononitrile, for which
sources are limited. If we were unable to obtain Malononitrile, or if there were
a material increase in the price of Malononitrile, our production of CS tear gas
could be severely curtailed. The remainder of the chemicals and piece parts used
by us are readily available from other suppliers. Although we manufacture armor
on a built-to-order basis, we do maintain reasonable inventories of our
less-than-lethal and anti-riot products.

We purchase other raw materials used in the manufacture of our various
products from a variety of sources and additional sources of supply of these
materials are readily available. We also own several molds which are used
throughout our less-than-lethal product line.

17
<PAGE>

We adhere to strict quality control standards and conduct extensive
product testing throughout our manufacturing process. Raw materials are also
tested to ensure quality. We have obtained ISO 9001 certification for our
Jacksonville manufacturing operation for body armor and narcotic identification
kits, our Wyoming manufacturing facility for less-than-lethal products, and our
Safariland facilities in Ontario, CA and Mexico for body armor and duty gear
holsters and accessories. We have obtained ISO 9002 certification for our
Westhoughton, England manufacturing facility for body armor and high visibility
garments. ISO standards are promulgated by the International Organization of
Standardization and have been adopted by more than 100 countries worldwide. We
obtain ISO certification by successfully completing an audit certifying our
compliance with a comprehensive series of quality management and quality control
standards.

COMPETITION

The security services industry is highly competitive, and we compete in
a variety of fields with competitors ranging from small business to
multi-national corporations. Within the security services industry we compete on
the basis of the quality of services provided, ability to provide national and
international services and range of services offered, as well as price and
reputation. Our security services also face a wide variety of competition in
different areas, although there is no single organization that competes directly
with us globally. Our principal competitors in this market include The
Kroll-O'Gara Company, The Wackenhut Corporation, Securitas AB, Pinkerton's,
Inc., Control Risks Group, Electronic One and Tyco International, Ltd. and its
subsidiary ADT. Our primary competitors in supplying security services to the
petrochemical and mining industries are local security companies, in-house
security programs and small consultancy companies. Our primary competitors in
the embassy and international agency protection business are local companies and
large manned guarding companies including The Wackenhut Corporation, Securicor,
Group 4 Securitas (International) B.V. and ICTS International, N.V. As the
countries within which we operate become more mature and stable, competition is
likely to increase.

The market for our products is highly competitive and we compete in a
variety of fields with competitors ranging from small businesses to
multi-national corporations. In the body armor business, we compete by providing
superior design, engineering and production expertise in our line of
fully-integrated ballistic and blast protective wear. Our principal competitors
in this market include Point Blank Body Armor, Inc., Second Chance Body Armor,
Inc. and Rabin-Tex. In the less-than-lethal product industry we compete by
providing a broad variety of less-than-lethal products with unique features and
formulations which we believe afford us a competitive advantage over our
competitors. The principal competitive factors for all of our products are
quality of engineering and design, reputation in the industry, production
capability and capacity, price and ability to meet delivery schedules.

PATENTS AND TRADEMARKS

We currently own numerous issued U.S. and foreign patents and pending
patent applications relating to our product lines as well as several registered
and unregistered trademarks relating to our products. The trademarks include
Gold Series GSX, Xtreme, Def-Tec

18
<PAGE>

Products, Distraction Device, NIK, Identidrug, Federal Laboratories, Safariland,
Break-Free, Zero G and First Defense. We also have an exclusive license to use
the MACE trademarks in the law enforcement market. Although we do not believe
that our ability to compete in any of our product markets is dependent solely on
our patents and trademarks, we do believe that the protection afforded by our
intellectual property provides us with important technological and marketing
advantages over our competitors. Although we have protected our technologies to
the extent that we believe appropriate, the measures taken to protect our
proprietary rights may not deter or prevent unauthorized use of our
technologies. In other countries, our proprietary rights may not be protected to
the same extent as in the United States.

GOVERNMENT REGULATIONS

We are subject to federal licensing requirements with respect to the sale
in foreign countries of certain of our products. In addition, we are obligated
to comply with a variety of federal, state and local regulations governing
certain aspects of our operations and the workplace. We are also regulated by
the U.S. Bureau of Alcohol, Tobacco, and Firearms as a result of our
manufacturing of certain destructive devices and by the use of ethyl alcohol in
certain products. We also ship hazardous goods, and in doing so, must comply
with the regulations of the U.S. Department of Transportation for packaging and
labeling. We are also subject to certain regulations promulgated by, among
others, the U.S. Departments of Commerce and State and the U.S. Environmental
Protection Agency.

ENVIRONMENTAL MATTERS

We are subject to federal, state, and local laws and regulations
governing the protection of the environment, including those regulating
discharges to the air and water, the management of wastes, and the control of
noise and odors. While we always strive to operate in compliance with these
requirements, we cannot assure you that we are at all times in complete
compliance with all such requirements. Like all companies, we are subject to
potentially significant fines or penalties if we fail to comply with
environmental requirements. Although we have made and will continue to make
capital expenditures in order to comply with environmental requirements, we do
not expect material capital expenditures for environmental controls in 1999 or
2000. However, environmental requirements are complex, change frequently, and
could become more stringent in the future. Accordingly, we cannot assure you
that these requirements will not change in a manner that will require material
capital or operating expenditures or will otherwise have a material adverse
effect on us in the future.

We are also subject to environmental laws requiring the investigation
and cleanup of environmental contamination. We may be subject to liability,
including liability for cleanup costs, if contamination is discovered at one of
our current or former facilities or at a landfill or other location where we
have disposed wastes. The amount of such liability could be material. We use
Orthochlorabenzalmalononitrile ("CS") and Chloroacetophenone ("CN") chemical
agents in connection with our production of tear gas. These chemicals are
hazardous, and could cause environmental damage if not handled and disposed of
properly.

* * *

19
<PAGE>

Our principal executive offices are located at 1400 Marsh Landing
Parkway, Suite 112, Jacksonville, FL 32250, (904) 741-5400.

20
<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," "we believe" 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 our growth strategy is the acquisition of
businesses and assets that will complement its current businesses. We cannot
assure that we will be able to identify attractive acquisition opportunities,
obtain financing for acquisitions on satisfactory terms or successfully acquire
identified targets. In addition, we cannot assure that we will be successful in
integrating acquired businesses into our 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 us incurring
additional indebtedness or issuing preferred stock or additional Common Stock.
We cannot assure that competition for acquisition opportunities in the industry
will not escalate, thereby increasing the cost to of making acquisitions or
causing us to refrain from making further acquisitions. In addition, the terms
and conditions of our credit facility with CIBC, Inc., NationsBank, N.A.
("NationsBank"), First Union National Bank and SunTrust Bank, North Florida,
N.A., as lenders, NationsBank, as Documentation Agent and Canadian Imperial Bank
of Commerce, as Administrative Agent (the "Credit Facility") impose, and the
terms and conditions of future debt instruments may impose, restrictions on us
that, among other things, restrict our ability to make acquisitions.

RISKS ASSOCIATED WITH MANAGING A GROWING BUSINESS

We have rapidly expanded our operations, and this growth has
placed significant demands on our management, administrative, operating and
financial resources. The continued growth of our customer base, the types of
services offered and the geographic markets served can be expected to continue
to place a significant strain on our resources. In addition, personnel qualified
both in the provision of our security services and the marketing of such
services are difficult to identify and hire. Our future performance and
profitability will depend in large part on our ability to attract and retain
additional management and other key personnel, our ability to implement
successfully enhancements to our management systems and our ability to adapt
those

21
<PAGE>

systems, as necessary, to respond to growth in our business. No assurance can be
made that we will be able to hire such qualified persons as and when required.

INHERENT RISKS OF CERTAIN PRODUCTS WE SELL

The products we manufacture 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. Along with
Defense Technology Corporation ("DTC") and other parties, we 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"). We are 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. We are 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 WE PROVIDE

We provide 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, we
supplement our own personnel with local police or military who are not legally
under our control and supervision. This lack of direct control may limit our
effectiveness without insulating us 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. We cannot
assure 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 our financial condition and results of operations.

RISKS OF PRODUCT LIABILITY

The failure of our products to perform as intended could
result in serious injury or death and give rise to product liability claims
against us. We cannot assure that our product liability insurance coverage will
be sufficient to cover the payment of any potential claim. In addition, we
cannot assure that insurance coverage will continue to be available or, if
available,

22
<PAGE>

that we will be able to obtain it at a reasonable cost. Any substantial
uninsured loss would have to be paid out of our assets and would have a material
adverse effect on our financial condition. In addition, the lack of product
liability coverage would prohibit us from bidding for orders for certain
municipal customers which require such coverage. Any such lack of coverage would
have a material adverse effect on our financial condition and results of
operations.

RISKS OF CONDUCTING INTERNATIONAL OPERATIONS

We have operations and assets in many parts of Africa, South
America, Southeast Asia, Central Asia, the Balkans and Russia. In addition, we
sell our products and services in other foreign countries and are seeking to
increase our level of international business activity. Accordingly, we are
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. We may be subject to unanticipated income taxes, excise duties, import
taxes, export taxes or other governmental assessments. We cannot assure that
such risks will not result in a loss of business or other unexpected costs which
could have a material adverse effect on our 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 we are in compliance with all relevant local laws and taxes at any
given point in time. A subsequent determination that we failed to comply with
relevant local laws and taxes could have a material adverse effect on our
financial condition and results of operations.

GOVERNMENT REGULATION

We are 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. We
use a variety of hazardous chemicals in connection with the manufacture of
certain of our 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
our business, financial condition or results of operations. Furthermore, if a
release of hazardous substances occurs on or from our properties or any

23
<PAGE>

associated offsite disposal location, or if contamination from prior activities
is discovered at any of our properties, we may be held liable and the amount of
such liability could be material.

Like other companies operating internationally, we are 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. Our
extensive operations in such countries creates the risk of an unauthorized
payment by one of our employees or agents 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 our financial condition and results of operations.

BUDGET CONSIDERATIONS

Customers for our 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. Our 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
our business, financial condition and results of operations.

COMPETITION

Our business is highly competitive in all product and service
lines. Our 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 we sell. In
addition, our competitors may develop or improve their products, in which event
our products may be rendered obsolete or less marketable. The security services
industry is extremely competitive and highly fragmented. We expect that the
level of competition will increase in the future. We cannot assure that we 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 15.1% of the outstanding shares of our Common Stock. In
addition, our officers and directors, including Mr. Kanders, beneficially own an
aggregate of approximately 6.7 million shares, or approximately 29% of our
Common Stock. Consequently, Mr. Kanders, as our Chairman of the Board of
Directors and as the sole stockholder of Kanders, together with our officers and
directors, will have the ability to significantly influence the election of our
directors and on the

24
<PAGE>

outcome of corporate actions requiring stockholder approval, including a change
in control.

DEPENDENCE ON KEY PERSONNEL

We are substantially dependent upon the personal efforts and
abilities of Warren B. Kanders and Jonathan M. Spiller. Should either of these
members of our senior management be unable or unwilling to continue in their
present roles, our business could be materially adversely affected.

EFFECT OF CERTAIN STATUTORY PROVISIONS

We are 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 our Common Stock may be highly volatile.
We believe that a variety of factors, including announcements by us or our
competitors, quarterly variations in financial results, trading volume, general
market trends and other factors, could cause the market price of our Common
Stock to fluctuate substantially. Due to our relatively small size, a large
contract awarded to or lost by us may have the effect of distorting our 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 our Common Stock.

SUBSTANTIAL AMOUNT OF COMMON STOCK ELIGIBLE FOR FUTURE SALE

As of December 31, 1999 we had 23,302,958 shares of our Common
Stock outstanding. Of these shares, approximately 10.8 million shares are freely
tradeable under the Securities Act by persons who are not our "affiliates" (in
general, an affiliate is any person who has a control relationship with us). Of
the remaining outstanding shares of our 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 our Common Stock that are restricted securities, or
the availability of such shares for sale, will have on the market price of our
Common Stock prevailing from time to time. Sales of substantial amounts of our
Common Stock, or the perception that such sales could occur, could adversely

25
<PAGE>

affect prevailing market prices for our Common Stock and could impair our future
ability to raise capital through an offering of equity securities.

As part of our acquisition strategy, we anticipate issuing
additional shares of our Common Stock. To the extent that we are able to execute
our acquisition strategy, the number of outstanding shares of our 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 our Common
Stock and result in a lower price than would otherwise be obtained.

NO DIVIDENDS

We currently do not intend to pay any cash dividends on our
Common Stock. We currently intend to retain any earnings for working capital,
repayment of indebtedness, capital expenditures and general corporate purposes.
The Credit Facility contains restrictions on our 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.

26
<PAGE>

SELLING STOCKHOLDERS

Set forth below is, as of June 30, 2000: (a) the name of each Selling
Stockholder and his or her relationship to the Company during the past three
years; (b) the number of shares of Common Stock that each Selling Stockholder
beneficially owns (assuming that all options to acquire shares are exercisable
within 60 days, although certain options actually vest over a period of time);
(c) the number of shares offered pursuant to this Prospectus by each Selling
Stockholder (assuming that all options are fully exercisable); and (d) the
amount and percentage of the Common Stock outstanding to be held by such Selling
Stockholder after completion of the sale of Shares offered pursuant to this
Prospectus. The Selling Stockholders are listed herein, whether or not they have
a present intent to resell.

<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES TO BE
SHARES ACQUIRED NUMBER OF PERCENTAGE OF
BENEFICIALLY UNDER THE SHARES COMMON
OWNED (1) PLAN OR TO BE STOCK TO BE
PRIOR PROGRAM AND OWNED AFTER OWNED AFTER
RELATIONSHIPS TO TO THE OFFERED EXERCISE AND EXERCISE AND
NAME OF SELLER THE COMPANY OFFERING HEREBY THE OFFERING THE OFFERING
-------------- ----------- -------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Warren B. Kanders Chairman of the 3,442,578 (2) 200,000 3,242,578 14.2%
Board of Directors

Jonathan M. Spiller CEO and President; 950,133 (3) 300,000 850,133 3.7%
Director

Robert R. Schiller Executive Vice 191,667 (4) 125,000 150,000 *
President and
Director of
Corporate
Development

Nicholas B. Winiewicz Vice President - 25,000 (5) 25,000 *
Finance, CFO,
Secretary and
Treasurer

Stephen E. Croskrey President and CEO - 25,000 (6) 25,000 *
Armor Holdings
Products Division

Stephen J. Loffler President and CEO - 25,000 (7) 25,000 *
ArmorGroup Services
Division

Stephan B. Salzman Director 1,459,924 (8) 20,000 1,439,924 6.3%

Burtt R. Ehrlich Director 309,100 (9) 20,000 289,100 1.3%

Nicholas Sokolow Director 225,000 (10) 20,000 205,000 *

Thomas W. Strauss Director 145,000 (11) 20,000 125,000 *

Alair A. Townsend Director 100,516 (12) 20,000 80,516 *

Richard C. Bartlett Director 20,000 (13) 20,000 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 (a) the power to
vote, or direct the voting of, such security or (b) investment

27
<PAGE>

power which includes the power to dispose, or to direct the disposition
of, such security. In addition, a person is deemed to be the beneficial
owner of a security if that person has the right to acquire beneficial
ownership of such security within 60 days.

(2) Of such shares, Kanders Florida Holdings, Inc., of which Mr. Kanders is
the sole stockholder and sole director, owns 3,057,178 shares; and
Kanders Florida Holdings, Inc. 1996 Charitable Remainder Unitrust, of
which Mr. Kanders is trustee, owns 185,400 shares. Mr. Kanders
disclaims beneficial ownership of the shares owned by the trust.

(3) Includes options to purchase 495,141 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.

(4) Includes options to purchase 191,667 shares of common stock.

(5) Includes options to purchase 25,000 shares of common stock.

(6) Includes options to purchase 25,000 shares of common stock.

(7) Includes options to purchase 25,000 shares of common stock.

(8) Comprised of shares of common stock beneficially owned by FS Partners,
LLC. Mr. Salzman serves as managing Member of FS Partners, LLC and owns
50% interest in FS Ventures Inc., the general partner of FS Partners
II, L.P. Mr. Salzman disclaims beneficial ownership of such shares
except to the extent of his proportional pecuniary interest therein.
Includes options to purchase 20,000 shares of common stock.

(9) Includes options to purchase 95,000 shares of common stock. Also
includes 13,400 shares owned by Mr. Ehrlich's children and 25,600 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. Also includes 11,700
shares owned by Mr. Ehrlich's individual retirement account.

(10) Includes options to purchase 95,000 shares of common stock. 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.

(11) Includes options to purchase 95,000 shares of common stock.

(12) Includes 5,516 shares of common stock and options to purchase 95,000
shares of common stock.

(13) Does not include 625,000 shares beneficially owned by Richmont Capital
Partners I L.P., of which Mr. Bartlett may be deemed to be an
affiliate. Mr. Bartlett disclaims ownership of such shares. Includes
options to purchase 20,000 shares of common stock.

<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.

29
<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 us. It is estimated that
the total amount of such expenses will not exceed $30,000.

USE OF PROCEEDS

We 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 us 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 incorporated in this Prospectus by
reference to the Annual Report on Form 10-K/A for the year ended December 31,
1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The consolidated income statement and the consolidated statement of cash flows
for the year ended December 27, 1997 incorporated in this Prospectus by
reference to the Annual Report on Form 10-K/A for the year ended December 31,
1999, have been so incorporated in reliance on the report of Deloitte & Touche
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

30
<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

Page
----
AVAILABLE INFORMATION................................................ 2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................... 3

THE COMPANY.......................................................... 4

RISK FACTORS.........................................................21

SELLING STOCKHOLDERS.................................................27

PLAN OF DISTRIBUTION.................................................29

EXPENSES.............................................................30

USE OF PROCEEDS......................................................30

LEGALITY.............................................................30

EXPERTS..............................................................30

-----------------

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.

31
<PAGE>

PART II

Item 3. Incorporation of Documents by Reference

The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in
this Registration Statement, except as superseded or modified herein:

ii. The Company's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1999.

iii. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000.

iv. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000.

v. Definitive Proxy Statement dated May 19, 2000,
relating to the annual meeting of stockholders held
on June 15, 2000.

All of such documents are on file with the Commission. In addition, all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, 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 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 Registration Statement 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 Registration
Statement.

Item 4. Description of Securities.

Not applicable.

33
<PAGE>

II-1

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 our officers and directors under certain circumstances from
liabilities (including reimbursement of expenses incurred) arising
under the Securities Act.

As permitted by the DGCL, our Charter provides that, to the fullest
extent permitted by the DGCL, no director shall be liable to us or to
our 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 us or
our 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 our right and the right of our stockholders
(through stockholders' derivative suits on behalf of us) 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.

Our Charter provides that we 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 our
right) by reason of the fact that he is or was one of our directors,
officers, employees or agents or is or was serving at our request 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 our best interests, 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 we 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 our right to procure a
judgment in our favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including
attorneys' fees)

II-2
<PAGE>

actually and reasonably incurred by such person in connection with the
defense or settlement of such action 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 us 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 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 we may purchase and
maintain insurance on behalf of a director or officer 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 we 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
------ -----------

<TABLE>
<CAPTION>
<S> <C>
4.1 Armor Holdings, Inc. 1999 Stock Incentive Plan, incorporated by reference to Appendix A of the Company's 1999 Proxy
Statement, dated May 24, 1999.

4.2 Armor Holdings, Inc. 1998 Stock Option Plan, incorporated by reference to Exhibit 10.19 to the Company's Annual
Report on 10-K/A for the year ended December 31, 1998.

5.1 Opinion of Kane Kessler, P.C.

23.1 Consent of Kane Kessler, P.C. (included in Exhibit 5.1)

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Deloitte & Touche LLP
</TABLE>

II-3

<PAGE>

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

II-4

<PAGE>

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.

(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 Jacksonville, State of Florida on the 28th day of
August, 2000.

ARMOR HOLDINGS, INC.

By: /s/ Jonathan Spiller
----------------------------------
Name: Jonathan 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.

Signature Title Date
--------- ----- ----

/s/ Warren B. Kanders
----------------------- Chairman of the Board of August 23, 2000
Warren B. Kanders Directors

/s/ Jonathan M. Spiller
----------------------- President, Chief Executive August 28, 2000
Jonathan M. Spiller Officer and Director
(Principal Executive
Officer)

/s/ Nicholas B. Winiewicz
------------------------- Vice President - Finance, August 28, 2000
Nicholas B. Winiewicz Chief Financial Officer,
Secretary and Treasurer
(Principal Accounting
Officer, Principal
Financial Officer)

/s/ Burtt R. Ehrlich
----------------------- Director August 23, 2000
Burtt R. Ehrlich

/s/ Nicholas Sokolow
----------------------- Director August 24, 2000
Nicholas Sokolow

/s/ Thomas W. Strauss
----------------------- Director August 25, 2000
Thomas W. Strauss

/s/ Richard C. Bartlett
----------------------- Director August 28, 2000
Richard C. Bartlett

/s/ Stephen B. Salzman
----------------------- Director August 23, 2000
Stephen B. Salzman

/s/ Alair A. Townsend
----------------------- Director August 23, 2000
Alair A. Townsend

II-7

<PAGE>

EXHIBIT INDEX

DESCRIPTION

THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE:

Number Description
------ -----------

4.1 Armor Holdings, Inc. 1999 Stock Incentive Plan, incorporated
by reference to Appendix A of the Company's 1999 Proxy
Statement, dated May 24, 1999.

4.2 Armor Holdings, Inc. 1998 Stock Option Plan, incorporated by
reference to Exhibit 10.19 to the Company's Annual Report on
10-K/A for the year ended December 31, 1998.

THE FOLLOWING DOCUMENTS ARE FILED HEREWITH:

Number Description
------ -----------

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 PricewaterhouseCoopers LLP

23.3 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (included in the signature page hereto)