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) August 22, 2001
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Armor Holdings, Inc.
(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 Identification No.)
of incorporation)
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) 741-5400
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N/A
(Former name or former address, if changed since last report.)
Item 5. Other Events
On August 22, 2001, Armor Holdings, Inc. (the "Company") entered into an Amended
and Restated Credit Agreement (the "Amended and Restated Agreement") with Bank
of America, Canadian Imperial Bank of Commerce ("CIBC"), First Union National
Bank, Suntrust Bank, Republic Bank, Keybank National Association, and ING (U.S.)
Capital LLC. The Amended and Restated Agreement amends and restates the current
credit agreement of the Company. Capitalized terms not otherwise defined herein
shall have their respective meanings as set forth in the Amended and Restated
Agreement.
The Amended and Restated Agreement, among other things, provides for (i) an
increase of total aggregate maximum borrowings from $100,000,000 to
$120,000,000, (ii) the capability for borrowings in foreign currencies, (iii) a
new syndicate of Lenders, and (iv) the removal of CIBC as Administrative Agent
and Bank of America, as Documentation Agent, and the installation of Bank of
America, as Administrative Agent, First Union National Bank as Documentation
Agent, and Suntrust Bank as Co-Agent. In addition, under the Amended and
Restated Agreement, CIBC was paid in full and is no longer a Lender party
thereto.
Indebtedness under the Amended and Restated Agreement is evidenced by (i)
Revolving Credit Notes for up to $120,000,000 in the aggregate. All borrowings
under the Amended and Restated Agreement bear interest at either (i) the Base
Rate, plus an applicable margin ranging from .000% to .375%, depending on
certain conditions, (ii) the Eurodollar Rate, plus an applicable margin ranging
from 1.125% to 1.875%, depending on certain conditions, or (iii) with respect to
foreign currency loans, the Fronted Offshore Currency Rate, plus an applicable
margin ranging from 1.125% to 1.875%, depending on certain conditions. In
addition, the Amended and Restated Agreement provides that Bank of America will
make swing-line loans of up to $5,000,000 to the Company for working capital
purposes only and will issue letters of credit of up to $20,000,000 for the
account of the Company. As of August 23, 2001, the Company has approximately
$82.7 million outstanding and approximately $37.3 million available under the
Amended and Restated Agreement. All notes due under the Amended and Restated
Agreement will mature on February 12, 2004.
As part of the Amended and Restated Agreement, certain direct and indirect
domestic subsidiaries of the Company, namely: American Body Armor & Equipment,
Inc., Armor Brands, Inc., Armor Group Integrated Systems, Inc., Armor Holdings
GP, LLC, Armor Holdings LP, LLC, Armor Holdings Properties, Inc., Bengal
Acquisition Corp., Break-Free Armor Corp., Break-Free Inc., Casco International,
Inc., CDR International, Inc., Defense Technology Corporation of America,
Federal Laboratories, Inc., Global Support Systems, Inc., International
Training, Inc., ITI Limited Partnership, Lightning Powder Company, Inc., Low
Voltage Systems Technology, Inc., Monadnock Lifetime Products, Inc., a Delaware
corporation, Monadnock Lifetime Products, Inc., a New Hampshire corporation,
Monadnock Police Training Council, Inc., NAP Properties, Ltd., NAP Property
Managers, LLC, Network Audit Systems, Inc., New Technologies Armor, Inc., NIK
Public Safety, Inc., The O'Gara Company, O'Gara-Hess & Eisenhardt Armoring
Company, O'Gara Security Associates, Inc., Parvus Crisis Management Corporation,
Pro-Tech Armored Products of Massachusetts, Inc., Safariland Government Sales,
Inc., Safari Land Ltd., Inc., The Parvus Company, The Parvus International
Information Company, and USDS, Inc. (collectively, the "Applicable Domestic
Subsidiaries") have agreed to guarantee or continue to guarantee the obligations
of the Company under the Amended and
Restated Agreement pursuant to a Subsidiaries Guarantee, as supplemented. The
Amended and Restated Agreement is secured by (i) a pledge by the Company of all
of the issued and outstanding shares of stock or other equity interests of the
Applicable Domestic Subsidiaries pursuant to a Borrower Pledge Agreement, as
supplemented, and (ii) a pledge by the Company of 65% of the issued and
outstanding shares or other equity interests of the following direct and
indirect foreign subsidiaries of the Company: Armor Group Kenya Limited, Armor
Group (Asia Pacific) Co. Limited, Armor Group Limited Partnership, Armor
Holdings Limited, Alarm Protection Services Ltd., Armor (Special Clearance
Services) Ltd., Gorandel Trading Limited, O'Gara-Hess & Eisenhardt de Colombia
S.A., O'Gara-Hess & Eisenhardt do Brasil LTDA, O'Gara-Hess & Eisenhardt, S.r.l.,
O'Gara France S.A., The O'Gara Company de Mexico, S.A. de C.V., and Orientacion
Profesional y Administrativa, S.A. de C.V., (collectively, the "Applicable
Foreign Subsidiaries").
The foregoing is merely a summary of the Amended and Restated Agreement and
certain of the documents entered into by the Company, the Applicable Domestic
Subsidiaries, and the Applicable Foreign Subsidiaries in connection therewith.
Attached hereto as exhibits are copies of the Amended and Restated Agreement and
certain related documents entered into by the Company, the Applicable Domestic
Subsidiaries, and the Applicable Foreign Subsidiaries, which contain the actual
terms of such documents, and which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
Exhibit Description
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10.1 Amended and Restated Credit Agreement, dated August 22, 2001, among
Bank of America, N.A., Canadian Imperial Bank of Commerce, First
Union National Bank, Suntrust Bank, Republic Bank, Keybank National
Association, and ING (U.S.) Capital LLC
10.2 Amended and Restated Revolving Credit Note, dated August 22, 2001,
in the principal amount of up to $30,000,000.00 made by the Company
in favor of Bank of America, N.A.
10.3 Amended and Restated Revolving Credit Note, dated August 22, 2001,
in the principal amount of up to $25,000,000.00 made by the Company
in favor of First Union National Bank
10.4 Amended and Restated Revolving Credit Note, dated August 22, 2001,
in the principal amount of up to $20,000,000 made by the Company in
favor of Suntrust Bank
10.5 Amended and Restated Revolving Credit Note, dated August 22, 2001,
in the principal amount of up to $15,000,000 made by the Company in
favor of Keybank National Association
10.6 Amended and Restated Revolving Credit Note, dated August 22, 2001,
in the principal amount of up to $15,000,000 made by the Company in
favor of Republic Bank
10.7 Amended and Restated Revolving Credit Note, dated August 22, 2001,
in the principal amount of up to $15,000,000 made by the Company in
favor of ING (U.S.) Capital LLC
10.8 Amended and Restated Swing Line Note, dated August 22, 2001, in the
principal amount of up to $5,000,000 made by the Company in favor of
Bank of America, N.A.
10.9 Supplement to Subsidiaries Guarantee, dated August 22, 2001, made by
Bengal Acquisition Corp., O'Gara-Hess & Eisenhardt Armoring Company,
The O'Gara Company, O'Gara Security Associates, Inc., International
Training, Inc., ITI Limited Partnership, Armor Brands, Inc., Armor
Group Integrated Systems, Inc., Armor Holdings GP, LLC, Armor
Holdings LP, LLC, Break-Free Armor Corp., Global Support Systems,
Inc., Lightning Powder Company, Inc., Monadnock Lifetime Products,
Inc., a Delaware corporation, NAP Property Managers, LLC, Network
Audit Systems, Inc., New Technologies Armor, Inc., USDS, Inc.,
Break-Free, Inc., Casco International, Inc., Monadnock Lifetime
Products, Inc., a New Hampshire corporation, Monadnock Police
Training Council, Inc., NAP Properties, Ltd., and Safariland
Government Sales, Inc. in favor of Bank of America, N.A., as
Administrative Agent for the Lenders
10.10 Borrower Pledge Agreement Supplement, dated August 22, 2001, made by
the Company in favor of Bank of America, N.A, as Administrative
Agent for the Lenders
10.11 Subsidiaries Pledge Agreement Supplement, dated August 22, 2001 made
by Bengal Acquisition Corp., O'Gara-Hess & Eisenhardt Armoring
Company, O'Gara Security Associates, Inc., International Training,
Inc., Break-Free Armor Corp., Monadnock Lifetime Products, Inc., a
Delaware corporation, Armor Holdings LP, LLC, Armor Holdings GP,
LLC, Armor Holdings Properties, Inc. and NAP Property Managers, LLC
in favor of Bank of America, N.A. , as Administrative Agent for the
Lenders
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: September 6, 2001
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
Name: Robert R. Schiller
Title: Executive Vice President and Chief Financial Officer