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) May 14, 2006
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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.
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On May 14, 2006, Armor Holdings, Inc. ("Armor"), a Delaware corporation,
Santana Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of
Armor ("Santana"), and Stewart & Stevenson Services, Inc., a Texas corporation
("Stewart & Stevenson"), entered into an amendment (the "Amendment") to
Agreement and Plan of Merger dated as of February 27, 2006, by and among Armor,
Santana and Stewart & Stevenson (the "Merger Agreement"). The Amendment provides
for an increase in the Per Share Consideration (as defined in the Merger
Agreement) from $35.00 to $36.50 per share in cash; provided, however, that if
the proposal relating to the merger is not approved by Stewart & Stevenson's
shareholders entitled to vote thereon at the special meeting of shareholders to
be reconvened on May 25, 2006 by the requisite vote required under applicable
law, then the Per Share Consideration shall revert to $35.00 automatically and
without any further action being required by any of the parties. No other
amendments were made to the Merger Agreement.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which is filed
as Exhibit 2.1 hereto, and is incorporated herein by reference.
A subsidiary of Stewart & Stevenson and a subsidiary of Armor are parties
to (i) Teaming Agreements relating to the joint development of the armored cab
for the U.S. Army's Family of Medium Tactical Vehicles, which includes the High
Mobility Artillery Rocket System, and (ii) purchase orders for the supply by a
subsidiary of Armor to a subsidiary of Stewart & Stevenson of armoring materials
for incorporation into Stewart & Stevenson's Low Signature Armored Cabs.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits. The following Exhibits are filed herewith as a part
of this report:
Exhibit Description
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2.1 Amendment, dated May 14, 2006, to Agreement and Plan of Merger by
and among Armor Holdings, Inc., Santana Acquisition Corp. and
Stewart & Stevenson Services, Inc.
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: May 17, 2006
ARMOR HOLDINGS, INC.
By: /s/ Robert Schiller
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Name: Robert Schiller
Title: President & COO
EXHIBIT INDEX
Number Exhibit
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2.1 Amendment, dated May 14, 2006, to Agreement and Plan of Merger by
and among Armor Holdings, Inc., Santana Acquisition Corp. and
Stewart & Stevenson Services, Inc.
