UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 4, 2004
----------------
Armor Holdings, Inc.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1400 Marsh Landing Parkway, Jacksonville, Florida 32250
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5400
--------------
------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
OFFERING OF $45 MILLION 2.00% SENIOR SUBORDINATED CONVERTIBLE NOTES
On November 4, 2004, Armor Holdings, Inc. (the "Company") issued a press
release announcing that the underwriters of the Company's recent underwritten
registered public offering of $300 million aggregate principal amount of 2.00%
Senior Subordinated Convertible Notes due November 1, 2024 ("Notes") had elected
to exercise their over-allotment option to purchase an additional $45 million
aggregate principal amount of Notes. A copy of the press release is attached to
this report as Exhibit 99.1. The Company consummated the sale of this additional
$45 million aggregate principal amount of Notes on November 5, 2004.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits. The following Exhibits are filed herewith as a part of
this report:
Exhibit Description
- ------- -----------
99.1 Press Release, dated November 4, 2004.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 5, 2004
ARMOR HOLDINGS, INC.
By: /s/ Philip A. Baratelli
-------------------------------
Name: Philip A. Baratelli
Title: Corporate Controller,
Treasurer and Secretary
3
