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) March 25, 2005
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Armor Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
13386 International Parkway, Jacksonville, Florida 32218
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5400
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(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 1.01. Entry into a Material Definitive Agreement
Acceleration of Unvested Options
On March 31, 2005, we issued a press release announcing that the Board
of Directors had accelerated the vesting of certain unvested stock options
previously awarded to employees, officers and directors of the Company under
various stock option plans effective March 25, 2005, subject to such employees,
officers and directors entering into lock-up, confidentiality and
non-competition agreements. As a result of this action, options to purchase
approximately 1.6 million shares of our common stock that would otherwise have
vested over the next one to five years became fully vested. Outstanding unvested
options that were not accelerated will continue to vest on their normal
schedule.
The decision to accelerate the vesting of these options, which the
Company believes to be in the best interest of its stockholders, was made
primarily to reduce non-cash compensation expense that would have been recorded
in future periods following the Company's application of Financial Accounting
Standards Board Statement No. 123, "Share Based Payment (revised 2004)" (FAS
123R). The Company will be required to apply the expense recognition provisions
of FAS 123R beginning in the third quarter of 2005. Because we accelerated these
options, the Company expects to reduce its non-cash compensation expense related
to these options by approximately $15.4 million (pre-tax) between the third
quarter of 2005 and 2009, based on estimated value calculations using the
Black-Scholes methodology.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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Item 9.01. Financial Statements Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release dated March 31, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 31, 2005
ARMOR HOLDINGS, INC.
By: /s/ Philip A. Baratelli
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Name: Philip A. Baratelli
Title: Corporate Controller,
Treasurer and Secretary
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INDEX TO EXHIBITS
99.1 Press release dated March 31, 2005.
