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) June 6, 2005 ------------ Armor Holdings, Inc. -------------------- (Exact name of registrant as specified in its charter) <TABLE> Delaware 0-18863 59-3392443 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) </TABLE> 13386 International Parkway, Jacksonville, Florida 32218 - -------------------------------------------------------------------------------- (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. ------------ Set forth below is information in connection with the Registrant's weighted-average exercise price of options and the weighted-average life of outstanding options, in each case as of March 31, 2005. In addition, set forth below is information disclosing the number of shares of unvested restricted common stock awards and vested but deferred restricted common stock awards, in each case at December 31, 2004 and at March 31, 2005. On April 26, 2005, the Registrant distributed the aggregate amount of the vested but deferred shares of restricted common stock that were awarded to each of Messrs. Warren B. Kanders and Robert R. Schiller less the number of shares withheld by the Registrant on behalf of Messrs. Kanders and Schiller to pay the applicable taxes incurred by Messrs. Kanders and Schiller upon such distributions. <TABLE> STOCK OPTION AWARDS Weighted-Average Exercise Price of 4,380,026 options outstanding as of March 31, 2005 $29.08 Weighted-Average life of outstanding options as of March 31,2005 8.5 years RESTRICTED COMMON STOCK AWARDS As of 12/31/2004 3/31/2005 ---------- --------- Unvested restricted shares 234,620 249,137 Restricted shares vested but issuance deferred (NOTE 1) 350,000 350,000 ------------------ ------------------- 584,620 599,137 NOTE 1 An aggregate of 350,000 shares were issued to Warren B. Kanders and Robert R. Schiller on April 26, 2005. Gross Shares Distributed 350,000 Less amount withheld for payroll taxes (137,575) ------------------- Net Amount issued, in the aggregate, to Warren B. Kanders and Robert R. Schiller 212,425 </TABLE> 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: June 6, 2005 ARMOR HOLDINGS, INC. By: /s/ Philip A. Baratelli ------------------------------------------------------ Name: Philip A. Baratelli Title: Corporate Controller, Treasurer & Secretary
