UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 28, 2003
SIMULA, INC.
(Exact name of registrant as specified in its charter)
| Arizona | 1-12410 | 86-0320129 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 7822 South 46th Street | Phoenix, Arizona | 85044 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (602) 643-7233
2625 South Plaza Drive, Suite 100, Tempe, Arizona 85282
Item 5. Other Events and Regulation FD Disclosure.
On November 28, 2003, Simula, Inc., an Arizona corporation (the “Company”), provided an updated estimate of merger consideration payable to shareholders in connection with the pending merger with Armor Holdings, Inc. (NYSE: AH). Simula’s proxy statement provides for periodic updates of such estimated consideration. Armor Holdings will acquire Simula for $110.5 million, subject to adjustment pursuant to terms of the merger agreement. After payment of outstanding indebtedness and expenses, Simula’s management estimates as of November 25, 2003 that the merger consideration payable to shareholders at closing pursuant to the merger agreement will be approximately $43.3 million or approximately $3.19 per share. Estimates of merger consideration are subject to adjustment, and there is no floor or minimum on the merger consideration to be paid by Armor Holdings for each share of Simula common stock. This estimate is for the purposes of illustration only, and the actual, final per share merger consideration payable to Simula’s shareholders is subject to numerous factors and variables. Comprehensive information on the merger and merger consideration is set out in Simula’s proxy statement dated November 10, 2003, filed with the Securities and Exchange Commission, and available on Simula’s website at www.simula.com.
Simula will provide its shareholders updated information regarding the calculation of the final per share merger consideration to be paid by Armor Holdings for each share of Simula common stock under the merger agreement, by the issuance of a final press release on or before December 4, 2003, the filing of a Form 8-K under Sections 13 or 15(d) of the Securities Exchange Act of 1934 with the Securities and Exchange Commission, and the posting of the press release and Form 8-K on Simula’s website at www.simula.com.
Simula has scheduled a special meeting of its shareholders to vote upon a proposal to approve and adopt the merger agreement and approve the merger on December 5, 2003.
Item 7. Financial Statements and Exhibits.
| (c) | Exhibits. The following exhibits are included pursuant to Item 601 of Regulation S-K. |
| No. | Description | |
| 99.1 | Press Release, dated November 28, 2003, issued by Simula, Inc. to provide update to estimated merger consideration |
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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.
| SIMULA, INC. | ||
| Dated: November 28, 2003 | /s/ John A. Jenson | |
| Chief Financial Officer |
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EXHIBIT INDEX
Exhibits. The following exhibit is included pursuant to Item 601 of Regulation S-K
| No. | Description | |
| 99.1 | Press Release, dated November 28, 2003, issued by Simula, Inc. to provide update to estimated merger consideration |
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