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) April 20, 2001
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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.)
1400 Marsh Landing Parkway, Jacksonville, Florida 32250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5402
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(Former name or former address, if changed since last report.)
Item 5. Other Events
Armor Holdings, Inc., a Delaware corporation ("Armor") and Bengal
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Armor, entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"),
dated as of April 20, 2001, with The Kroll-O'Gara Company, an Ohio corporation
("Kroll-O'Gara"), O'Gara-Hess & Eisenhardt Armoring Company, a Delaware
corporation ("OHEAC"), The O'Gara Company, an Ohio corporation ("O'Gara
Company"), and O'Gara Security Associates, Inc., a Delaware corporation ("OSA").
Pursuant to the Stock Purchase Agreement, Armor agreed to acquire OHEAC, O'Gara
Company, OSA, and certain of their direct and indirect subsidiaries, which
comprise the Security Products and Services Group of Kroll-O'Gara (the "SPSG").
The purchase price negotiated by the parties is up to $56,500,000,
of which $53,000,000 will be paid upon consummation of the transaction. An
escrow of $1,500,000 will be maintained to secure certain obligations of
Kroll-O'Gara, and a contingent payment of up to $2,000,000 will be made based
upon the amount of any gross profit generated by the SPSG for the year ended
December 31, 2001. At Armor's discretion, up to $15,000,000 of the purchase
price is payable in common stock of Armor, valued at the time of closing. The
purchase price will be reduced to the extent the tangible net assets of the SPSG
are less than $37,392,000 on the date of consummation of the transaction and
under certain other circumstances. The consummation of the transaction is
subject to the satisfaction, or waiver, of enumerated conditions, including
certain governmental and other third party approvals. The Stock Purchase
Agreement also provides for the payment by Kroll-O'Gara to Armor of a fee of up
to $4,000,000, plus Armor's expenses, in the event the Stock Purchase Agreement
is terminated under certain circumstances. Armor expects to fund part of the
cash portion of the purchase price by borrowing under its revolving credit
facility with Canadian Imperial Bank of Commerce, Inc., Bank of America, N.A.,
First Union National Bank and SunTrust Bank, North Florida, N.A. Armor expects
to fund the remaining cash portion of the purchase price through internally
generated funds.
A copy of the Stock Purchase Agreement is attached hereto as Exhibit
2.1 and is incorporated herein by reference. The foregoing description of the
Stock Purchase Agreement and the transactions contemplated thereby is not
intended to be complete and is qualified in its entirety by the complete text of
the Stock Purchase Agreement.
This report contains discussion of events or results that have not yet
occurred or been realized. This type of discussion, which is often termed
"forward-looking statements", can be identified by such words and phrases as
"expects", "anticipates", "intends", "plans", "believes", "estimates" and "could
be". The transaction is an action whose future success may be difficult to
predict. Forward-looking statements should be read carefully because they
discuss Armor's future expectations, contain projections of Armor's future
results of operations or of Armor's financial position, or state other
expectations of future performance. The actions of current and potential new
competitors,
changes in technology, seasonality, business cycles and new regulatory
requirements are factors that impact greatly upon strategies and expectations
and are outside Armor's direct control. There may be other events in the future
that Armor is not able accurately to predict or to control. Such risks,
uncertainties and events may cause Armor's actual results to differ from the
expectations Armor expresses in its forward-looking statements.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following Exhibits are filed herewith as part of
this report:
Exhibit Description
2.1 Stock Purchase Agreement, dated as of April 20, 2001, by and
among Armor Holdings, Inc., Bengal Acquisition Corp., The
Kroll-O'Gara Company, O'Gara-Hess & Eisenhardt Armoring
Company, The O'Gara Company, and O'Gara Security Associates,
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.
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
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Dated: April 26, 2001 Name: Robert R. Schiller
Title: Executive Vice President and
Chief Financial Officer
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