As filed with the Securities and Exchange Commission on March 23, 2004
Registration File No.: 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 59-3392443
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250
(904) 741-5400
(Address, including zip code and telephone
number, including area code, of
registrant's principal executive
offices)
FOR CO-REGISTRANTS, SEE "TABLE OF ADDITIONAL REGISTRANTS" BELOW.
WARREN B. KANDERS, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FLORIDA
(904) 741-5400
(Name, Address, including zip code and
telephone number, including area
code, of agent for service of
process)
with copies to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 541-6222
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than the securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1)(2) UNIT(1)(2) PRICE(1)(2) FEE(1)(3)
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
Debt Securities (4)
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
Guarantees of Debt
Securities (4)(5)
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Common Stock, par
value $.01 per share (6)
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Preferred Stock, par value
$.01 per share (7)
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
Warrants
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
Total....................... $500,000,000 100% $500,000,000 $63,350
- ----------------------------- --------------------- ------------------------- ------------------------- ------------------
(1) Pursuant to General Instruction II.D. of Form S-3, the table lists each of
the classes of securities being registered and the aggregate proceeds to be
raised, but does not specify by each class information as to the amount to
be registered, proposed maximum offering price per unit, and proposed
maximum aggregate offering price.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign
currencies, foreign currency units or composite currencies as shall result
in an aggregate initial offering price for all securities of $500,000,000.
Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 457(o), the registration fee has been calculated on the
basis of the maximum aggregate offering price of the securities listed.
(4) Any series of debt securities may be guaranteed by one or more
co-registrants. If any debt securities are issued at an original issue
discount, then such greater amount as may be sold for an aggregate initial
offering price of up to the proposed maximum aggregate offering price.
(5) Pursuant to Rule 457(n), no separate fee is payable with respect to the
guarantees being registered hereby.
(6) Shares of common stock may be issued separately or upon conversion of any
of the debt securities, preferred stock, or warrants, each of which are
registered hereby. Shares of common stock issued upon conversion of the
debt securities and the preferred stock will be issued without the payment
of additional consideration. The aggregate amount of common stock
registered hereunder is limited, solely for the purpose of any at the
market offering, to that which is permissible under Rule 415(a)(4) of the
Securities Act of 1933, as amended.
(7) Shares of preferred stock may be issued separately or upon conversion of
either of the debt securities or warrants, each of which are registered
hereby. Shares of preferred stock issued upon conversion of the debt
securities will be issued without the payment of additional consideration.
-----------------------------------
The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANTS
- ---------------------------------------- ------------------------------- ----------------------- -------------------------------
STATE OR OTHER JURISDICTION ADDRESS, INCLUDING ZIP CODE
OF INCORPORATION OR I.R.S.EMPLOYER AND TELEPHONE NUMBER,
NAME ORGANIZATION IDENTIFICATION NUMBER INCLUDING AREA CODE
- ---------------------------------------- ------------------------------- ----------------------- -------------------------------
911EP, Inc. Delaware 13-4213473 *
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AHI Bulletproof Acquisition Corp. Delaware 05-0592796 *
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AHI Properties I, Inc. Delaware 01-0718252 *
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AI Capital Corp. Arizona 86-0768865 *
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Armor Brands, Inc. Delaware 80-0051043 *
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ArmorGroup Services, LLC Delaware 52-2295786 *
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Armor Holdings Forensics, Inc. Delaware 59-3678749 *
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Armor Holdings GP, LLC Delaware 59-3678751 *
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Armor Holdings LP, LLC Delaware 59-3678750 *
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Armor Holdings Mobile Security, L.L.C. Delaware 59-3753134 *
- ---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Payroll Services, LLC Delaware 42-1563404 *
- ---------------------------------------- ------------------------------- ----------------------- -------------------------------
Armor Holdings Products, Inc. Delaware 59-2044869 *
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Armor Holdings Properties, Inc. Delaware 59-3410197 *
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Armor Safety Products Company Delaware 43-1960312 *
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ASD Capital Corp. Arizona 86-0789385 *
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B-Square, Inc. Texas 75-2508507 *
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Break-Free Armor Corp. Delaware 05-0592799 *
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Break-Free, Inc. Delaware 33-0367696 *
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Casco International, Inc. New Hampshire 02-0361726 *
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CCEC Capital Corp. Arizona 86-0763929 *
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CDR International, Inc. Delaware 56-2010802 *
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Defense Technology Corporation of Delaware 83-0318312 *
America
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Hatch Imports, Inc. California 95-2497492 *
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Identicator, Inc. Delaware 59-3756251 *
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International Center for Safety Arizona 86-0787589 *
Education, Inc.
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Monadnock Lifetime Products, Inc. Delaware 02-0528875 *
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Monadnock Lifetime Products, Inc. New Hampshire 02-0303656 *
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STATE OR OTHER JURISDICTION ADDRESS, INCLUDING ZIP CODE
OF INCORPORATION OR I.R.S.EMPLOYER AND TELEPHONE NUMBER,
NAME ORGANIZATION IDENTIFICATION NUMBER INCLUDING AREA CODE
- ---------------------------------------- ------------------------------- ----------------------- -------------------------------
Monadnock Police Training Council, Inc. New Hampshire 02-0423584 *
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NAP Properties, Ltd. California 95-4230863 *
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NAP Property Managers, LLC California 33-0755818 *
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Network Audit Systems, Inc. Delaware 16-1558713 *
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New Technologies Armor, Inc. Delaware 93-1221356 *
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ODV Holdings Corp. Delaware 81-0644583 *
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O'Gara-Hess & Eisenhardt Armoring Delaware 31-1258139 *
Company, L.L.C.
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Pro-Tech Armored Products of Massachusetts 04-2989918 *
Massachusetts, Inc.
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Ramtech Development Corp. Delaware 05-0592801 *
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Safari Land Ltd., Inc. California 95-2291390 *
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Safariland Government Sales, Inc. California 33-0798807 *
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SAI Capital Corp. Arizona 86-0772587 *
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Simula Aerospace & Defense Group, Inc. Arizona 86-0742551 *
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Simula, Inc. Arizona 86-0320129 *
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Simula Polymers Systems, Inc. Arizona 86-0979231 *
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Simula Technologies, Inc. Arizona 86-0842935 *
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Simula Transportation Equipment Arizona 86-0742552 *
Corporation
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Speedfeed Acquisition Corp. Delaware 03-0419829 *
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The O'Gara Company Ohio 31-1726886 *
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*The name, address, including zip code, and telephone number of the agent for
service of process is Warren B. Kanders at 1400 Marsh Landing Parkway, Suite
112, Jacksonville, Florida 32250, telephone number (904) 741-5400.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THE SECURITIES DESCRIBED HEREIN UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHICH THIS PROSPECTUS IS
INCLUDED, IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SECURITIES
DESCRIBED HEREIN AND IT IS NOT SOLICITING AN OFFER TO BUY THE SECURITIES
DESCRIBED HEREIN IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED March 23, 2004.
PROSPECTUS
ARMOR HOLDINGS, INC.
$500,000,000
DEBT SECURITIES, COMMON STOCK,
PREFERRED STOCK AND WARRANTS
---------------
We may, from time to time, sell up to $500,000,000 aggregate initial
offering price of:
o our debt securities, in one or more series, which may be either
senior debt securities, senior subordinated debt securities,
subordinated debt securities or debt securities with any other
ranking;
o shares of our common stock, par value $0.01 per share;
o shares of our preferred stock, par value $0.01 per share, in one
or more series;
o warrants to purchase our debt or equity securities; or
o any combination of the foregoing.
This prospectus also covers guarantees, if any, of our payment
obligations under any debt securities, which may be given by certain of our
subsidiaries, on terms to be determined at the time of the offering. We will
provide the specific terms of these securities in supplements to this
prospectus. The prospectus supplements may also add, update or change
information contained in this prospectus. Before you invest, you should
carefully read this prospectus, any prospectus supplement, the documents
incorporated or deemed to be incorporated by referenced in this prospectus and
the additional information described under "Where You Can Find More
Information."
This prospectus provides a general description of the securities we may
offer. The specific terms of the securities offered by this prospectus will be
set forth in a supplement to this prospectus and will include, among other
things:
o in the case of common stock, the number of shares, purchase price,
and terms of the offering and sale thereof;
o in the case of preferred stock, the number of shares, purchase
price, the designation and relative rights, preferences,
limitations and restrictions, and the terms of the offering and
sale thereof;
o in the case of debt securities, the specific designation,
aggregate principal amount, purchase price, maturity, interest
rate, time of payment of interest, terms (if any) for the
subordination or redemption thereof, and any other specific terms
of the debt securities; and
o in the case of warrants, the title, aggregate number, price at
which it will be issued, exercise price, and designation,
aggregate principal amount and terms of the securities issuable
upon exercise of the warrants.
We will sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents,
dealers and underwriters reserve the right to reject, in whole or in part any
proposed purchase of securities to be made directly or through agents,
underwriters or dealers. If our agents or any dealers or underwriters are
involved in the sale of the securities, the applicable prospectus supplement
will set forth any applicable commissions or discounts.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OR SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Our common stock trades on the New York Stock Exchange under the symbol
"AH." On ___________, 2004, the last reported sale price of our shares on the
New York Stock Exchange was $___ per share.
---------------
PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS
AND IN ANY PROSPECTUS SUPPLEMENT FOR A DESCRIPTION OF THE RISKS YOU SHOULD
CONSIDER WHEN EVALUATING THIS INVESTMENT.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY OTHER PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS __________ __, 2004.
2
TABLE OF CONTENTS
Page
----
SUMMARY.......................................................................................................5
RISK FACTORS..................................................................................................7
Risks Related to Our Industry............................................................................7
The products we sell are inherently risky and could give rise to product
liability and other claims...........................................................................7
We are subject to extensive government regulation and our failure or
inability to comply with these regulations could materially restrict
its
operations and subject us to substantial penalties...................................................8
We have significant international operations and assets and are therefore
subject to additional financial and regulatory risks.................................................9
Risks Related to Our Business............................................................................11
Many of our customers have fluctuating budgets which may cause
substantial fluctuations in our results of operation.................................................11
The loss of, or a significant reduction in, U.S. military business would
have a material adverse effect on us.................................................................11
We may lose money or generate less than expected profits on our
fixed-price contracts................................................................................12
Our business is subject to various laws and regulations favoring the U.S.
government's contractual position, and our failure to comply with such
laws and regulations could harm our operating results and prospects..................................12
Our markets are highly competitive and if we are unable to compete
effectively, we will be adversely affected...........................................................12
There are limited sources for some of our raw materials which may
significantly curtail our manufacturing operations...................................................13
We may be unable to complete or integrate acquisitions effectively, if at all,
and as a result may incur unanticipated costs or liabilities or operational
difficulties.........................................................................................13
Our resources may be insufficient to manage the demands imposed by our
growth...............................................................................................14
We are dependent on industry relationships...........................................................14
We may be unable to protect our proprietary technology, including the
technologies we use to furnish the up-armoring of HMMWVS ............................................14
Technological advances, the introduction of new products, and new
design and manufacturing techniques could adversely affect our operations
unless we are able to adapt to the resulting change in conditions....................................15
We may be adversely affected by applicable environmental laws and
regulations..........................................................................................15
3
Risks Related to Ownership of Our Common Stock...........................................................16
Delaware law may limit possible takeovers............................................................16
Our certificate of incorporation authorizes the issuance of shares of blank
check preferred stock................................................................................16
The market price for our common stock is volatile....................................................16
We may issue a substantial amount of our common stock in connection
with future acquisitions and the sale of those shares could adversely
affect our stock price...............................................................................17
Our stock price may be adversely affected when additional shares are sold............................17
Our debt agreements restrict our ability to pay dividends or make
other distributions to our stockholders .............................................................17
We have a high level of debt.........................................................................17
Risks Relating to the Debt Securities....................................................................19
Our significant indebtedness could adversely affect our financial health,
and prevent us from fulfilling our obligations under the debt securities.............................19
Not all of our subsidiaries will guarantee our obligations under the debt
securities, and the assets of the non-guarantor subsidiaries may not be
available to make payments on the debt securities....................................................19
We will require a significant amount of cash to service our indebtedness and
our ability to generate cash depends on many factors beyond our control..............................20
Covenants in our debt agreements restrict our activities and could adversely
affect our business..................................................................................20
A public market for the debt securities may not develop..............................................21
Federal and state statutes allow courts, under specific circumstances,
to void guarantees and require holders of debt securities to return
payments received from guarantors....................................................................22
THE COMPANY ..................................................................................................23
RECENT DEVELOPMENTS ..........................................................................................24
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................................................25
FORWARD LOOKING STATEMENTS....................................................................................27
USE OF PROCEEDS...............................................................................................28
RATIO OF EARNINGS TO FIXED CHARGES............................................................................28
DESCRIPTION OF THE DEBT SECURITIES............................................................................28
DESCRIPTION OF CAPITAL STOCK..................................................................................33
DESCRIPTION OF WARRANTS.......................................................................................34
DESCRIPTION OF SENIOR INDEBTEDNESS............................................................................35
DESCRIPTION OF SENIOR SUBORDINATED NOTES......................................................................35
PLAN OF DISTRIBUTION..........................................................................................37
WHERE YOU CAN FIND MORE INFORMATION...........................................................................39
EXPERTS.......................................................................................................40
LEGAL MATTERS.................................................................................................40
4
SUMMARY
This prospectus is part of a registration statement that Armor
Holdings, Inc. and the co-registrants (collectively, the "registrants") filed
with the Securities and Exchange Commission (the "Commission") utilizing a
"shelf" registration process pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). Under this shelf registration process, the registrants
may, from time to time, sell any combination of debt securities, common stock,
preferred stock and warrants, as described in this prospectus, in one or more
offerings up to a total dollar amount of $500,000,000 or the equivalent thereof
on the date of issuance in one or more foreign currencies, foreign currency
units or composite currencies. This prospectus provides you with a general
description of the securities the registrants may offer. Each time the
registrants sell securities, the registrants will provide a prospectus
supplement that will contain specific information about the terms of that
offering. To understand the terms of our securities, you should carefully read
this document with the applicable prospectus supplement, which may add, update,
or change information. Together, these documents will give the specific terms of
the securities we are offering. You should also read the documents we have
incorporated by reference in this prospectus and in any prospectus supplement as
well as the additional information described under "Where You Can Find More
Information."
We have not authorized any person to give any information or to make
any representation in connection with this offering other than those contained
or incorporated by reference in this prospectus, and, if given or made, such
information or representation must not be relied upon as having been so
authorized. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy by anyone in any jurisdiction in which such
offer to sell is not authorized, or in which the person is not qualified to do
so or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in our
affairs since the date hereof, that the information contained herein is correct
as of any time subsequent to its date, or that any information incorporated by
reference herein is correct as of any time subsequent to its date.
THE SECURITIES WE MAY OFFER
DEBT SECURITIES
The terms of each series of debt securities will be detailed or
determined in the manner provided in an indenture. The particular terms of each
series of debt securities will be described in a prospectus supplement relating
to the series, including any pricing supplement. We will set forth in a
prospectus supplement (including any pricing supplement) relating to any series
of debt securities being offered, among other things, the initial offering
price, the aggregate principal amount, the price or prices at which we will sell
the debt securities, any limit on the aggregate principal amount of the debt
securities, the date or dates on which we will pay the principal on the debt
securities, and the rate or rates at which the debt securities will bear
interest. We have summarized general features of our debt securities under the
section entitled "Description of Debt Securities" contained in this prospectus.
5
COMMON STOCK
We may issue common stock, par value $0.01 per share. Holders of our
common stock are entitled to receive dividends when declared by our board of
directors, subject to the rights of holders of our preferred shares, if any.
Each holder of common shares is entitled to one vote per share. The holders of
common shares have no preemptive or cumulative voting rights. Our credit
facility and our indenture governing our senior subordinated notes due 2013 (the
"8 1/4% notes") contain restrictions on our ability to pay dividends or make
other distributions.
PREFERRED STOCK
We may issue preferred stock, par value $0.01 per share, in one or more
series. Subject to the terms of our governing documents and applicable Delaware
law, our board of directors will determine the dividend, voting, conversion and
other rights and preferences of the series of preferred stock being offered.
WARRANTS
We may issue warrants for the purchase of debt securities, preferred
stock or common stock either independently or together with other securities.
Each warrant will entitle the holder to purchase the principal amount of our
debt securities, or the number of shares of preferred stock or common stock, at
the exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement.
---------------
The mailing address and telephone number of our principal executive
offices are 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250,
(904) 741-5400.
6
RISK FACTORS
Before you invest in any of our securities, you should be aware of
various risks, including those described below. You should carefully consider
these risk factors, together with all of the other information included or
incorporated by reference in this prospectus and in the prospectus supplement,
before you decide whether to purchase any of our securities. The risks set out
below are not the only risks we face. Interested persons should carefully
consider the risks described below in evaluating our company and our business,
financial condition, and results of operations. Additional risks and
uncertainties not presently known to us, or that we currently consider to be
immaterial, may also impair our business and financial situation.
If any of the following risks occur, our business, financial condition
and results of operations could be materially adversely affected. In such case,
the trading price of our securities could decline, and you may lose all or part
of your investment.
RISKS RELATED TO OUR INDUSTRY
THE PRODUCTS WE SELL ARE INHERENTLY RISKY AND COULD GIVE RISE TO PRODUCT
LIABILITY AND OTHER CLAIMS.
The products that we manufacture are typically used in applications and
situations that involve high levels of risk of personal injury. Failure to use
our products for their intended purposes, failure to use them properly, their
malfunction, or, in some limited circumstances, even correct use of our
products, could result in serious bodily injury or death. Our products include:
body armor and plates designed to protect against ballistic and sharp instrument
penetration; less-lethal products such as less-lethal munitions, pepper sprays,
distraction devices and flameless expulsion grenades; various models of police
batons; rotary and fixed-wing aircraft seating systems; parachutes; vehicle and
hard armoring systems; and police duty gear.
Claims have been made and are pending against certain of our
subsidiaries, involving permanent physical injury and death caused by
self-defense sprays and other munitions intended to be less-lethal. In addition,
the manufacture and sale of certain less-lethal products may be the subject of
product liability claims arising from the design, manufacture or sale of such
goods. If these claims are decided against us and we are found to be liable, we
may be required to pay substantial damages and our insurance costs may increase
significantly as a result. Also, a significant or extended lawsuit, such as a
class action, could also divert significant amounts of management's time and
attention. We cannot assure you that our insurance coverage would be sufficient
to cover the payment of any potential claim. In addition, we cannot assure you
that this or any other insurance coverage will continue to be available or, if
available, that we will be able to obtain it at a reasonable cost. Our cost of
obtaining insurance coverage has risen substantially since September 11, 2001.
Any material uninsured loss could have a material adverse effect on our
business, financial condition and results of operations. In addition, the
inability to obtain product liability coverage would prohibit us from bidding
for orders from certain governmental customers since, at present, many bids from
governmental entities require such coverage, and any such inability would have a
material adverse effect on our business, financial condition and results of
operations.
7
Both private claimants and State Attorneys General have already
commenced legal action against Second Chance Body Armor based upon its
Ultima(R)and Ultimax(R)model vests. Second Chance Body Armor licenses from
Simula, one of our indirect subsidiaries, a certain patented technology which is
used in some of the body armor it manufactures, but to our knowledge, no lawsuit
has yet been brought against Second Chance Body Armor based upon this licensed
technology, although a letter was received by Simula from an attorney
representing a police officer who was injured while wearing a Second Chance Body
Armor vest alleging potential liability against Simula. In addition, the U.S.
Attorney General has asked the U.S. Department of Justice to investigate the
claims regarding the Zylon(R)vests. As Simula has licensed its technology to
Second Chance Body Armor, it may be impacted by the pending claims against
Second Chance Body Armor and the investigation being conducted by the U.S.
Department of Justice. If Simula is included in the claims pending against
Second Chance Body Armor and the investigation being conducted by the U.S.
Department of Justice, we cannot assure you that any judgment, settlement or
resolution against Simula will not have a material adverse effect on Simula's
business, financial condition and results of operations.
The National Institute of Justice (NIJ) is engaged in an ongoing
inquiry and investigation of bullet-resistant vests and the protocol for testing
used vests, as well as the reliability of Zylon and other fibers. We have
consulted with and cooperated fully with the NIJ in this endeavor. To date, the
NIJ has embarked only in its first phase of testing, which entails vests that
have been heavily worn or exposed to adverse conditions, and which involves
modified ballistic standards applicable to new vests. Although some of the vests
tested, including ours, experienced some level of penetration, the NIJ
specifically warned against the misuse and misinterpretation of these results,
emphasizing that the data produced so far is preliminary in nature, applies to a
very small sample size and therefore it is not possible to draw any
statistically-based conclusions from these results. The NIJ will continue to
conduct further testing and analyze these issues in order to determine if any
conclusions can be reached as to the performance and reliability of aged vests.
We have requested the NIJ to provide us with its testing data, and we intend to
evaluate and review the NIJ results in our continuing effort to assist the NIJ
in developing uniform standards for certification of new vests and the testing
of used vests. The NIJ continues to encourage law enforcement officers to wear
body armor, in light of the fact that "the lives of more than 2,700 law
enforcement officers have been saved by the use of bullet-resistant body armor
over the past 30 years."
WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OUR FAILURE OR INABILITY
TO COMPLY WITH THESE REGULATIONS COULD MATERIALLY RESTRICT OUR OPERATIONS AND
SUBJECT US TO SUBSTANTIAL PENALTIES.
We are subject to federal licensing requirements with respect to the
sale in foreign countries of certain of our products. In addition, we are
obligated to comply with a variety of federal, state and local regulations, both
domestically and abroad, governing certain aspects of our operations and
workplace, including regulations promulgated by, among others, the U.S.
Departments of Commerce, State and Transportation, the Federal Aviation
Administration, the U.S. Environmental Protection agency and the U.S. Bureau of
Alcohol, Tobacco and Firearms. The U.S. Bureau of Alcohol, Tobacco, and Firearms
also regulates us as a result of our
8
manufacturing of certain destructive devices and by the use of ethyl alcohol in
certain products. We also ship hazardous goods, and in doing so, must comply
with the regulations of the U.S. Department of Transportation for packaging and
labeling. Additionally, the failure to obtain applicable governmental approval
and clearances could adversely affect our ability to continue to service the
government contracts we maintain. Furthermore, we have material contracts with
governmental entities and are subject to rules, regulations and approvals
applicable to government contractors. We are also subject to routine audits to
assure our compliance with these requirements. We have become aware that we are
not in full compliance with certain regulations governing the export of
equipment and related technology used for military purposes that are applicable
to certain of our products. We have undertaken steps to comply with these
regulations and to help ensure compliance in the future. We do not believe that
such noncompliance will have a material adverse effect on our business. In
addition, a number of our employees involved with certain of our federal
government contracts are required to obtain specified levels of security
clearances. Our business may suffer if we or our employees are unable to obtain
the security clearances that are needed to perform services contracted for the
Department of Defense, one of our major customers. Our failure to comply with
these contract terms, rules or regulations could expose us to substantial
penalties, including the loss of these contracts and disqualification as a U.S.
government contractor.
Like other companies operating internationally, we are subject to the
Foreign Corrupt Practices Act and other laws which prohibit improper payments to
foreign governments and their officials by U.S. and other business entities. We
operate in countries known to experience endemic corruption. Our extensive
operations in such countries creates risk of an unauthorized payment by one of
our employees or agents which would be in violation of various laws including
the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices
Act may result in severe criminal penalties which could have a material adverse
effect on our business, financial condition and results of operations.
WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND ASSETS AND ARE THEREFORE
SUBJECT TO ADDITIONAL FINANCIAL AND REGULATORY RISKS.
We sell our products in foreign countries and seek to increase our
level of international business activity. Our overseas operations are subject to
various risks, including: U.S.-imposed embargoes of sales to specific countries
(which could prohibit sales of our products there); foreign import controls
(which may be arbitrarily imposed and enforced and which could interrupt our
supplies or prohibit customers from purchasing our products); exchange rate
fluctuations; dividend remittance restrictions; expropriation of assets; war,
civil uprisings and riots; government instability; the necessity of obtaining
government approvals for both new and continuing operations; and legal systems
of decrees, laws, taxes, regulations, interpretations and court decisions that
are not always fully developed and that may be retroactively or arbitrarily
applied.
One component of our strategy is to expand our operations into selected
international markets. Military procurement, for example, has traditionally had
a large international base. Countries in which we are actively marketing include
Germany, Canada, France, Italy, the United Kingdom, Norway, Japan, India, Korea
and Australia. We, however, may be unable to
9
execute our business model in these markets or new markets. Further, foreign
providers of competing products and services may have a substantial advantage
over us in attracting consumers and businesses in their country due to earlier
established businesses in that country, greater knowledge with respect to the
cultural differences of consumers and businesses residing in that country and/or
their focus on a single market. We expect to continue to experience higher costs
as a percentage of revenues in connection with the development and maintenance
of international products and services. In pursuing our international expansion
strategy, we face several additional risks, including:
o foreign laws and regulations, which may vary country by country,
that may impact how we conduct our business;
o higher costs of doing business in foreign countries, including
different employment laws;
o potential adverse tax consequences if taxing authorities in
different jurisdictions worldwide disagree with their
interpretation of various tax laws or their determinations as to
the income and expenses attributable to specific jurisdictions,
which could result in our paying additional taxes, interest and
penalties;
o technological differences that vary by marketplace, which we may
not be able to support;
o longer payment cycles and foreign currency fluctuations;
o economic downturns; and
o revenue growth outside of the United States may not continue at
the same rate if it is determined that we have already launched
our products and services in the most significant markets.
We may also be subject to unanticipated income taxes, excise duties,
import taxes, export taxes or other governmental assessments. In addition, a
percentage of the payments to us in our international markets are often in local
currencies. Although most of these currencies are presently convertible into
U.S. dollars, we cannot be sure that convertibility will continue. Even if
currencies are convertible, the rate at which they convert is subject to
substantial fluctuation. Our ability to transfer currencies into or out of local
currencies may be restricted or limited. Any of these events could result in a
loss of business or other unexpected costs which could reduce revenue or profits
and have a material adverse effect on our business, financial condition and
results of operations.
We routinely operate in areas where local government policies regarding
foreign entities and the local tax and legal regimes are often uncertain, poorly
administered and in a state of flux. We cannot, therefore, be certain that we
are in compliance with, or will be protected by, all relevant local laws and
taxes at any given point in time. A subsequent determination that we failed to
comply with relevant local laws and taxes could have a material adverse effect
on our business, financial condition and results of operations.
One or more of these factors could adversely effect our future
international operations and, consequently, could have a material adverse effect
on our business, financial condition and results of operation.
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RISKS RELATED TO OUR BUSINESS
MANY OF OUR CUSTOMERS HAVE FLUCTUATING BUDGETS WHICH MAY CAUSE SUBSTANTIAL
FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.
Customers for our products include federal, state, municipal, foreign
and military, law enforcement and other governmental agencies. Government tax
revenues and budgetary constraints, which fluctuate from time to time, can
affect budgetary allocations for these customers. Many domestic and foreign
government agencies have in the past experienced budget deficits that have led
to decreased spending in defense, law enforcement and other military and
security areas. Our results of operations may be subject to substantial
period-to-period fluctuations because of these and other factors affecting
military, law enforcement and other governmental spending. For example, we
attribute part of the decline in our Products Division revenue during the first
quarter of 2001 with the timing of the Bulletproof Vest Partnership Act, which
provides federal matching funds to law enforcement agencies purchasing bullet
resistant vests. We believe that many agencies delayed their purchasing
decisions during the first quarter of 2001 until such federal funds were fully
allocated. A reduction of funding for federal, state, municipal, foreign and
other governmental agencies could have a material adverse effect on sales of our
products and our business, financial condition and results of operations.
THE LOSS OF, OR A SIGNIFICANT REDUCTION IN, U.S. MILITARY BUSINESS WOULD HAVE A
MATERIAL ADVERSE EFFECT ON US.
U.S. military contracts account for a significant portion of our
business. The U.S. military funds these contracts in annual increments. These
contracts require subsequent authorization and appropriation that may not occur
or that may be greater than or less than the total amount of the contract.
Changes in the U.S. military's budget, spending allocations, and the timing of
such spending could adversely affect our ability to receive future contracts.
None of our contracts with the U.S. military have a minimum purchase commitment
and the U.S. military generally has the right to cancel its contracts
unilaterally without prior notice. We are the sole-source provider to the U.S.
military for up-armoring of the U.S. military's High Mobility Multipurpose
Wheeled Vehicles ("HMMWVs"). The HMMWVs are manufactured by AM General
Corporation under separate U.S. military contracts. Should production or
deliveries of HMMWVs be significantly interrupted, or should other single source
suppliers significantly interrupt deliveries of our components for up-armoring
the HMMWVs, we will not be able to deliver such up-armoring systems for the
HMMWVs to the U.S. military on schedule, which could have a material adverse
effect on our business, financial condition and results of operations. We also
manufacture for the U.S. military helicopter seating systems, aircraft and land
vehicle armor systems, protective equipment for military personnel and other
technologies used to protect soldiers in a variety of life-threatening or
catastrophic situations. The loss of, or a significant reduction in, U.S.
military business for our helicopter seating systems, aircraft and land vehicle
armor systems and other protective equipment could have a material adverse
effect on our business, financial condition and results of operations.
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WE MAY LOSE MONEY OR GENERATE LESS THAN EXPECTED PROFITS ON OUR FIXED-PRICE
CONTRACTS.
Some of our government contracts provide for a predetermined, fixed
price for the products we make regardless of the costs we incur. Therefore,
fixed-price contracts require us to price our contracts by forecasting our
expenditures. When making proposals for fixed-price contracts, we rely on our
estimates of costs and timing for completing these projects. These estimates
reflect management's judgments regarding our capability to complete projects
efficiently and timely. Our production costs may, however, exceed forecasts due
to unanticipated delays or increased cost of materials, components, labor,
capital equipment or other factors. Therefore, we may incur losses on fixed
price contracts that we had expected to be profitable, or such contracts may be
less profitable than expected, which could have a material adverse effect on our
business, financial condition and results of operations.
OUR BUSINESS IS SUBJECT TO VARIOUS LAWS AND REGULATIONS FAVORING THE U.S.
GOVERNMENT'S CONTRACTUAL POSITION, AND OUR FAILURE TO COMPLY WITH SUCH LAWS AND
REGULATIONS COULD HARM OUR OPERATING RESULTS AND PROSPECTS.
As a contractor to the U.S. government, we must comply with laws and
regulations relating to the formation, administration and performance of the
federal government contracts that affect how we do business with our clients and
may impose added costs on our business. These rules generally favor the U.S.
government's contractual position. For example, these regulations and laws
include provisions that subject contracts we have been awarded to:
o protest or challenge by unsuccessful bidders; and
o unilateral termination, reduction or modification by the
government.
The accuracy and appropriateness of certain costs and expenses used to
substantiate our direct and indirect costs for the U.S. government under both
cost-plus and fixed-price contracts are subject to extensive regulation and
audit by the Defense Contract Audit Agency, an arm of the U.S. Department of
Defense. Responding to governmental audits, inquiries or investigations may
involve significant expense and divert management's attention. Our failure to
comply with these or other laws and regulations could result in contract
termination, suspension or debarment from contracting with the federal
government, civil fines and damages and criminal prosecution and penalties, any
of which could have a material adverse effect on our business, financial
condition and results of operations.
OUR MARKETS ARE HIGHLY COMPETITIVE AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY,
WE WILL BE ADVERSELY AFFECTED.
The markets in which we operate include a large number of competitors
ranging from small businesses to multinational corporations and are highly
competitive. Competitors who are larger, better financed and better known than
us may compete more effectively than we can. In order to stay competitive in our
industry, we must keep pace with changing technologies and client preferences.
If we are unable to differentiate our services from those of our competitors,
our revenues may decline. In addition, our competitors have established
relationships among themselves or with third parties to increase their ability
to address client needs. As a result, new competitors or alliances among
competitors may emerge and compete more effectively than we can. There is also a
significant industry trend towards consolidation, which may result in the
emergence of companies which are better able to compete against us.
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THERE ARE LIMITED SOURCES FOR SOME OF OUR RAW MATERIALS WHICH MAY SIGNIFICANTLY
CURTAIL OUR MANUFACTURING OPERATIONS.
The raw materials that we use in manufacturing ballistic resistant
garments and up-armored vehicles include: SpectraShield, a patented product of
Honeywell, Inc.; Z-Shield, a patented product of Honeywell, Inc.; Zylon, a
patented product of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont
de Nemours Co., Inc., or DuPont; and Twaron, a patented product of Akzo-Nobel
Fibers, B.V. We purchase these materials in the form of woven cloth from five
independent weaving companies. In the event Du Pont or its licensee in Europe
cease, for any reason, to produce or sell Kevlar to us, we would utilize these
other ballistic resistant materials as a substitute. However, none of
SpectraShield, Twaron, Z-Shield or Zylon is expected to become a complete
substitute for Kevlar in the near future. We enjoy a good relationship with our
suppliers of Kevlar, SpectraShield, Twaron, Z-Shield and Zylon. The use of Zylon
and Z-Shield in the design of ballistic resistant vests is a recent
technological advancement that is subject to continuing development and study.
Toyobo is the only producer of Zylon, and Honeywell is the only producer of
Z-Shield. Should these materials become unavailable for any reason, we would be
unable to replace them with materials of like weight and strength. Thus, if our
supply of any of these materials were materially reduced or cut off or if there
was a material increase in the prices of these materials, our manufacturing
operations could be adversely affected and our costs increased, and our
business, financial condition and results of operations could be materially
adversely affected.
WE MAY BE UNABLE TO COMPLETE OR INTEGRATE ACQUISITIONS EFFECTIVELY, IF AT ALL,
AND AS A RESULT MAY INCUR UNANTICIPATED COSTS OR LIABILITIES OR OPERATIONAL
DIFFICULTIES.
We intend to grow through the acquisition of businesses and assets that
will complement our current businesses. We cannot be certain that we will be
able to identify attractive acquisition targets, obtain financing for
acquisitions on satisfactory terms or successfully acquire identified targets.
Furthermore, we may have to divert our management's attention and our financial
and other resources from other areas of our business. Our inability to implement
our acquisition strategy successfully may hinder the expansion of our business.
Because we depend in part on acquiring new businesses and assets to develop and
offer new products, failure to implement our acquisition strategy may also
adversely affect our ability to offer new products in line with industry trends.
We may not be successful in integrating acquired businesses into our
existing operations. Integration may result in unanticipated liabilities or
unforeseen operational difficulties, which may be material, or require a
disproportionate amount of management's attention. Acquisitions may result in us
incurring additional indebtedness or issuing preferred stock or additional
common stock. Competition for acquisition opportunities in the industry may
rise, thereby increasing our cost of making acquisitions or causing us to
refrain from making further acquisitions. In addition, the terms and conditions
of our secured revolving credit facility and the indenture governing our 8 1/4%
notes impose restrictions on us that, among other things, restrict our ability
to make acquisitions.
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OUR RESOURCES MAY BE INSUFFICIENT TO MANAGE THE DEMANDS IMPOSED BY OUR GROWTH.
We have rapidly expanded our operations, and this growth has placed
significant demands on our management, administrative, operating and financial
resources. The continued growth of our customer base, the types of services and
products offered and the geographic markets served can be expected to continue
to place a significant strain on our resources. In addition, we cannot easily
identify and hire personnel qualified both in the provision and marketing of our
security services and products. Our future performance and profitability will
depend in large part on our ability to attract and retain additional management
and other key personnel; our ability to implement successful enhancements to our
management, accounting and information technology systems; and our ability to
adapt those systems, as necessary, to respond to growth in our business.
WE ARE DEPENDENT ON INDUSTRY RELATIONSHIPS.
A number of our products are components in our customers' final
products. Accordingly, to gain market acceptance, we must demonstrate that our
products will provide advantages to the manufacturers of final products,
including increasing the safety of their products, providing such manufacturers
with competitive advantages or assisting such manufacturers in complying with
existing or new government regulations affecting their products. There can be no
assurance that our products will be able to achieve any of these advantages for
the products of our customers. Furthermore, even if we are able to demonstrate
such advantages, there can be no assurance that such manufacturers will elect to
incorporate our products into their final products, or if they do, that our
products will be able to meet such customers' manufacturing requirements.
Additionally, there can be no assurance that our relationships with our
manufacturer customers will ultimately lead to volume orders for our products.
The failure of manufacturers to incorporate our products into their final
products could have a material adverse effect on our business, financial
condition and results of operations.
WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING THE
TECHNOLOGIES WE USE TO FURNISH THE UP-ARMORING OF HMMWVS.
We are dependent upon a variety of methods and techniques that we
regard as proprietary trade secrets. We are also dependent upon a variety of
trademarks, service marks and designs to promote brand name development and
recognition. We rely on a combination of trade secret, copyright, patent,
trademark, unfair competition and other intellectual property laws as well as
contractual agreements to protect our rights to such intellectual property. Due
to the difficulty of monitoring unauthorized use of and access to intellectual
property, however, such measures may not provide adequate protection. It is
possible that our competitors may access our intellectual property and
proprietary information and use it to their advantage. In addition, there can be
no assurance that courts will always uphold our intellectual property rights, or
enforce the contractual arrangements that we have entered into to protect our
proprietary technology. Any unenforceability or misappropriation of our
intellectual property could have a material adverse effect on our business,
financial condition and results of operations. Furthermore, we cannot assure you
that any pending patent application or trademark application made by us will
result in an issued patent or registered trademark, or that, if a patent is
issued, it will provide meaningful protection against competitors or competitor
technologies. In addition, if we bring or become
14
subject to litigation to defend against claimed infringement of our rights or of
the rights of others or to determine the scope and validity of our intellectual
property rights, such litigation could result in substantial costs and diversion
of our resources which could have a material adverse effect on our business,
financial condition and results of operations. Unfavorable results in such
litigation could also result in the loss or compromise of our proprietary
rights, subject us to significant liabilities, require us to seek licenses from
third parties on unfavorable terms, or prevent us from manufacturing or selling
our products, any of which could have a material adverse effect on our business,
financial condition and results of operations.
TECHNOLOGICAL ADVANCES, THE INTRODUCTION OF NEW PRODUCTS, AND NEW DESIGN AND
MANUFACTURING TECHNIQUES COULD ADVERSELY AFFECT OUR OPERATIONS UNLESS WE ARE
ABLE TO ADAPT TO THE RESULTING CHANGE IN CONDITIONS.
Our future success and competitive position depend to a significant
extent upon our proprietary technology. We must make significant investments to
continue to develop and refine our technologies. We will be required to expend
substantial funds for and commit significant resources to the conduct of
continuing research and development activities, the engagement of additional
engineering and other technical personnel, the purchase of advanced design,
production and test equipment, and the enhancement of design and manufacturing
processes and techniques. Our future operating results will depend to a
significant extent on our ability to continue to provide design and
manufacturing services for new products that compare favorably on the basis of
time to introduction, cost and performance with the design and manufacturing
capabilities. The success of new design and manufacturing services depends on
various factors, including utilization of advances in technology, innovative
development of new solutions for customer products, efficient and cost-effective
services, timely completion and delivery of new product solutions and market
acceptance of customers' end products. Because of the complexity of our
products, we may experience delays from time to time in completing the design
and manufacture of new product solutions. In addition, there can be no assurance
that any new product solutions will receive or maintain customer or market
acceptance. If we are unable to design and manufacture solutions for new
products of our customers on a timely and cost-effective basis, such inability
could have a material adverse effect on our business, financial condition and
results of operations.
WE MAY BE ADVERSELY AFFECTED BY APPLICABLE ENVIRONMENTAL LAWS AND REGULATIONS.
We are subject to federal, state, local and foreign laws and
regulations governing the protection of the environment and human health,
including those regulating discharges to the air and water, the management of
wastes, and the control of noise and odors. We cannot assure you that we are at
all times in complete compliance with all such requirements. Like all companies
in our industry, we are subject to potentially significant fines or penalties if
we fail to comply with environmental requirements. Environmental requirements
are complex, change frequently, and could become more stringent in the future.
Accordingly, we cannot assure you that these requirements will not change in a
manner that will require material capital or operating expenditures or will
otherwise have a material adverse effect on us in the future. In addition, we
are also subject to environmental laws requiring the investigation and clean-up
of environmental contamination. We may be subject to liability, including
liability for clean-up costs, if
15
contamination is discovered at one of our current or former facilities, in some
circumstances even if such contamination was caused by a third party such as a
prior owner. We also may be subject to liability if contamination is discovered
at a landfill or other location where we have disposed of wastes,
notwithstanding that its historic disposal practices may have been in accordance
with all applicable requirements. We use Orthochlorabenzalmalononitrile and
Chloroacetophenone chemical agents in connection with our production of tear
gas, and these chemicals are hazardous and could cause environmental damage if
not handled and disposed of properly. Moreover, private parties may bring claims
against us based on alleged adverse health impacts or property damage caused by
our operations. The amount of liability for cleaning up contamination or
defending against private party claims could be material.
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.
Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the General Corporation Law of the State of
Delaware. In general, Section 203 prohibits publicly-held Delaware corporations
to which it applies from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. This provision could
discourage others from bidding for our shares and could, as a result, reduce the
likelihood of an increase in our stock price that would otherwise occur if a
bidder sought to buy our stock.
OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF SHARES OF BLANK
CHECK PREFERRED STOCK.
Our certificate of incorporation provides that our board of directors
will be authorized to issue from time to time, without further stockholder
approval, up to 5,000,000 shares of preferred stock in one or more series and to
fix or alter the designations, preferences, rights and any qualifications,
limitations or restrictions of the shares of each series, including the dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
including sinking fund provisions, redemption price or prices, liquidation
preferences and the number of shares constituting any series or designations of
any series. Such shares of preferred stock could have preferences over our
common stock with respect to dividends and liquidation rights. We may issue
additional preferred stock in ways which may delay, defer or prevent a change in
control of us without further action by our stockholders. Such shares of
preferred stock may be issued with voting rights that may adversely affect the
voting power of the holders of our common stock by increasing the number of
outstanding shares having voting rights, and by the creation of class or series
voting rights.
THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.
The market price for our common stock may be highly volatile. We
believe that a variety of factors, including announcements by us or our
competitors, quarterly variations in financial results, trading volume, general
market trends and other factors, could cause the market price of our common
stock to fluctuate substantially. Additionally, due to our relatively modest
size, our winning or losing a large contract may have the effect of distorting
our overall financial results.
16
WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.
As part of our acquisition strategy, we anticipate issuing additional
shares of common stock as consideration for such acquisitions. To the extent
that we are able to grow through acquisitions and issue our shares of common
stock as consideration, the number of outstanding shares of common stock that
will be eligible for sale in the future is likely to increase substantially.
Persons receiving shares of our common stock in connection with these
acquisitions may be more likely to sell large quantities of their common stock
that may influence the price of our common stock. In addition, the potential
issuance of additional shares in connection with anticipated acquisitions could
lessen demand for our common stock and result in a lower price than would
otherwise be obtained.
OUR STOCK PRICE MAY BE ADVERSELY AFFECTED WHEN ADDITIONAL SHARES ARE SOLD.
If our stockholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. These sales
might make it more difficult for us to sell equity or equity-related securities
in the future at a time and price that we deem appropriate and may require us to
issue greater amounts of our common stock to finance future acquisitions.
Additional shares sold to finance acquisitions may dilute our earnings per share
if the new operations' earnings are disappointing.
OUR DEBT AGREEMENTS RESTRICT OUR ABILITY TO PAY DIVIDENDS OR MAKE OTHER
DISTRIBUTIONS TO OUR STOCKHOLDERS.
Our debt agreements, such as the indenture governing the 8 1/4% senior
subordinated notes and the senior credit facility, contain covenants that limit
our ability to pay dividends or make other distributions to our stockholders. We
intend to seek an amendment to each of our debt agreements so that we can pay
dividends or make other distributions to our stockholders. However, we cannot
assure you that we will obtain the amendments necessary to allow us to pay
dividends or make other distributions to our stockholders.
WE HAVE A HIGH LEVEL OF DEBT.
Our high level of debt could have important consequences to you and to
us. For example:
o No payment of any kind may be made to our common stockholders
without first meeting our obligations under our senior credit
facility and the indenture governing our 8 1/4% notes;
o We may become more vulnerable to general adverse economic and
industry conditions and adverse changes in governmental
regulations;
o We may have to dedicate a substantial portion of our cash flow
from operations to make payments required under our senior credit
facility and the 8 1/4% notes, reducing the availability of cash
flow to fund future capital expenditures, working capital,
execution of our growth strategy, research and development costs
and other general corporate requirements;
17
o We may have limited flexibility in planning for, or reacting to,
changes in our business and our industry, which may place us at a
competitive disadvantage compared with competitors that have less
debt or more financial resources;
o We may have limited ability to borrow additional funds, even when
necessary to maintain adequate liquidity; and
o The terms of our senior credit facility and the indenture
governing the 8 1/4% notes will allow us to incur substantial
amounts of additional debt, subject to certain limitations. We
might incur additional debt for various reasons, including to pay
for additional acquisitions that we may make and assuming debt of
companies that we may acquire.
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RISKS RELATING TO THE DEBT SECURITIES
OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THE DEBT SECURITIES.
We have a significant amount of indebtedness. Our significant
indebtedness could:
o make it more difficult for us to satisfy our obligations with
respect to the debt securities;
o increase our vulnerability to general adverse economic and
industry conditions;
o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, acquisitions and investments and other general
corporate purposes;
o limit our flexibility in planning for, or reacting to, changes in
our business and the markets in which we operate;
o place us at a competitive disadvantage compared to our competitors
that have less debt; and
o limit, among other things, our ability to borrow additional funds.
The terms of the indenture governing the 8 1/4% notes and the senior
credit facility allow us to issue and incur additional debt upon satisfaction of
certain conditions. See "Description of Senior Subordinated Notes" for a
description of our 8 1/4% notes and the related indenture and "Description of
Senior Indebtedness" for a description of our senior credit facility. If new
debt is added to current debt levels, the related risks described above could
increase.
NOT ALL OF OUR SUBSIDIARIES WILL GUARANTEE OUR OBLIGATIONS UNDER THE DEBT
SECURITIES, AND THE ASSETS OF THE NON-GUARANTOR SUBSIDIARIES MAY NOT BE
AVAILABLE TO MAKE PAYMENTS ON THE DEBT SECURITIES.
Our present and future subsidiaries may guarantee the debt securities.
Payments on the debt securities are only required to be made by us and the
subsidiary guarantors. Our non-guarantor subsidiaries are separate and distinct
legal entities and have no obligation, contingent or otherwise, to pay any
amounts due pursuant to the debt securities or the guarantees or to make any
funds available therefor, whether by dividends, loans, distributions or other
payments. Any right that we or the subsidiary guarantors have to receive any
assets of any of the non-guarantor subsidiaries upon the liquidation or
reorganization of those subsidiaries, and the consequent rights of the holders
of debt securities to realize proceeds from the sale of any of those
subsidiaries' assets, will be effectively subordinated to the claims of those
subsidiaries' creditors, including trade creditors and holders of debt of those
subsidiaries.
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In the event of a bankruptcy, liquidation or reorganization of any of
the non-guarantor subsidiaries, holders of their liabilities, including their
trade creditors, will be entitled to payment of their claims from the assets of
those subsidiaries before any assets are made available for distribution to us.
As a result, the debt securities are effectively subordinated to all
indebtedness and other liabilities of the non-guarantor subsidiaries.
WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS AND OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.
Our ability to make payments on or refinance our debt, including the
debt securities, will depend largely upon our future operating performance and
cash flow. Our future operating performance and cash flow are subject to many
factors, including general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control.
We cannot assure you that our business will generate cash flow from
operations in an amount sufficient to enable us to pay the interest and
principal on our debt, including the debt securities, or to fund our other
liquidity needs. If we are unable to meet our debt service requirements, we may
have to renegotiate the terms of our debt. We cannot assure you that we will be
able to renegotiate or refinance any of our debt on commercially reasonable
terms or at all. In addition, prior to the repayment of the debt securities, we
will be required to repay or refinance our new senior credit facility and,
perhaps, any other senior debt we incur. Any new debt we incur may have a
shorter maturity than the debt securities. Payment of such debt will reduce the
amount of funds available for us to make payments on the debt securities.
If we are unable to refinance our debt or obtain new financing under
these circumstances, we would have to consider other options, such as sales of
certain assets to meet our debt service obligations or diverting cash, if
available, that would have been used for other business purposes. These options
may not be feasible or prove adequate, and may also adversely affect our
operations or the implementation of our business plans. Our senior credit
facility and the indenture governing the debt securities may restrict, or market
or business conditions may limit, our ability to do some of these things.
Non-payment or other non-compliance with our senior credit facility, the
indenture or the instruments governing our other debt could result in an event
of default under our senior credit facility, the indenture or the instruments
governing our other debt, which could also trigger an event of default under the
debt securities.
COVENANTS IN OUR DEBT AGREEMENTS RESTRICT OUR ACTIVITIES AND COULD ADVERSELY
AFFECT OUR BUSINESS.
Our debt agreements, such as the indenture governing the 8 1/4% senior
subordinated notes and the new senior credit facility, contain various covenants
that limit our ability and the ability of our restricted subsidiaries to engage
in a variety of transactions under certain circumstances, including:
o incurring additional debt;
20
o issuing preferred stock;
o paying dividends or making other distributions on, and redeeming
or repurchasing, capital stock;
o making investments or other restricted payments;
o entering into transactions with affiliates;
o engaging in sale and leaseback transactions;
o issuing stock of restricted subsidiaries;
o selling assets;
o creating liens on assets to secure debt; or
o effecting a consolidation or merger.
These covenants limit our operational flexibility and could prevent us
from taking advantage of business opportunities as they arise, growing our
business or competing effectively. In addition, our new senior credit facility
requires us to maintain specified financial ratios and satisfy other financial
condition tests. Our ability to meet these financial ratios and tests can be
affected by events beyond our control, and we cannot assure you that we will
meet these tests.
A breach of any of these covenants or other provisions in any of our
debt agreements could result in an event of default under that agreement, which
if not cured or waived, could result in such debt becoming immediately due and
payable. This, in turn, could cause our other debt to become due and payable as
a result of cross-acceleration provisions contained in the agreements governing
such other debt. In the event that some or all of our debt is accelerated and
becomes immediately due and payable, we may not have the funds to repay, or the
ability to refinance, all or any of such debt. In addition, in the event that
the debt securities become immediately due and payable, as a result of the
subordination provisions of the debt securities, the holders of the debt
securities would not be entitled to receive any payment in respect of the debt
securities until all of our senior debt has been paid in full.
A PUBLIC MARKET FOR THE DEBT SECURITIES MAY NOT DEVELOP.
There can be no assurance that a public market for the debt securities
will develop or, if such a market develops, as to the liquidity of the market.
If a market were to develop, the debt securities could trade at prices that may
be higher or lower than their principal amount. We do not intend to apply for
listing of the debt securities on any securities exchange or for quotation of
the debt securities on any automated quotation system. If an active public
market does not develop or continue, the market price and liquidity of the debt
securities may be adversely affected.
21
In addition, the liquidity of the trading market in the debt
securities, and the market price quoted for the debt securities, may be
adversely affected by changes in the overall market for high-yield securities
and by changes in our financial performance or prospects or in the prospects for
companies in our industry generally. As a result, you cannot be sure that an
active trading market will develop for the debt securities.
FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE HOLDERS OF DEBT SECURITIES TO RETURN PAYMENTS RECEIVED
FROM GUARANTORS.
If a bankruptcy case or lawsuit is initiated by unpaid creditors of any
guarantor, the debt represented by the guarantees entered into by the guarantors
may be reviewed under the Federal bankruptcy law and comparable provisions of
state fraudulent transfer laws. Under these laws, a guarantee could be voided,
or claims in respect of the guarantee could be subordinated to certain
obligations of a guarantor if, among other things, the guarantor, at the time it
entered into the guarantee:
o received less than reasonably equivalent value or fair
consideration for entering into the guarantee; and
o either:
o was insolvent or rendered insolvent by reason of entering
into a guarantee; or
o was engaged in a business or transaction for which the
guarantor's remaining assets constituted unreasonably small
capital; or
o intended to incur, or believed that it would incur, debts or
contingent liabilities beyond its ability to pay them as they
become due.
In addition, any payment by a guarantor could be voided and required to
be returned to the guarantor or to a fund for the benefit of the guarantor's
creditors under those circumstances.
If a guarantee of a subsidiary were voided as a fraudulent conveyance
or held unenforceable for any other reason, holders of the debt securities would
be solely creditors of our company and creditors of our other subsidiaries that
have validly guaranteed the debt securities. The debt securities then would be
effectively subordinated to all liabilities of the subsidiary whose guarantee
was voided.
The measures of insolvency for purposes of these fraudulent transfer
laws will vary depending upon the law applied in any proceeding to determine
whether a fraudulent transfer has occurred. Generally, however, a guarantor
would be considered insolvent if:
o the sum of its debts, including contingent liabilities, is greater
than the fair saleable value of all of its assets; or
o the present fair saleable value of its assets is less than the
amount that would be
22
required to pay its probable liability on its existing debts,
including contingent liabilities, as they become absolute and
mature; or
o it could not pay its debts or contingent liabilities as they
become due.
If the claims of the holders of the debt securities against any
subsidiary were subordinated in favor of other creditors of the subsidiary, the
other creditors would be entitled to be paid in full before any payment could be
made on the debt securities. If one or more of the guarantees is voided or
subordinated, we cannot assure you that after providing for all prior claims
there would be sufficient assets remaining to satisfy the claims of the holders
of the debt securities.
Based upon financial and other information, we believe that the
guarantees, if any, are being incurred for proper proposes and in good faith and
that we, and our subsidiaries that are guarantors, on a consolidated basis, are
solvent and will continue to be solvent after this offering is completed, will
have sufficient capital for carrying on our business after the issuance of the
debt securities and will be able to pay our debts as they mature. We cannot
assure you, however, as to the standard a court would apply in making these
determinations or that a court would agree with our conclusions in this regard.
THE COMPANY
We are a leading manufacturer and provider of specialized security
products and support services related to these products, and vehicle armor
systems. Our products and systems are used domestically and internationally by
military, law enforcement, security and corrections personnel, as well as
governmental agencies, multinational corporations and individuals. We are
organized and operated under three business divisions: Armor Holdings Products,
also referred to as our Products Division, Armor Mobile Security, also referred
to as our Mobile Security Division, and Simula.
Products. Our Products Division manufactures and sells a broad range of
high quality security products, equipment and related consumable items, such as
concealable and tactical body armor, hard armor, duty gear, less-lethal
munitions, anti-riot products, police batons, emergency lighting products,
forensic products, firearms accessories, weapon maintenance products, foldable
ladders and specialty gloves. Our products are marketed under brand names that
are well established in the military and law enforcement communities such as
AMERICAN BODY ARMOR(TM), B-SQUARE(R), BREAK FREE(R), CLP(R), DEFENSE
TECHNOLOGY/FEDERAL LABORATORIES(R), DEF-TEC PRODUCTS(R), DISTRACTION DEVICE(R),
FEDERAL LABORATORIES(R), FERRET(R), FIRST DEFENSE(R), IDENTICATOR(R),
IDENTIDRUG(R), IMPAK(TM), LIGHTNING POWDER(R), MONADNOCK(R), NIK(R), O'GARA-HESS
& EISENHARDT ARMORING COMPANY(R), PROTECH(TM), QUIKSTEP LADDERS(TM), SAFARILAND
DESIGN(R), SPEEDFEED(R), and 911EP and DESIGN(TM). We sell our products through
a network of over 350 distributors and sales agents, including approximately 200
in the United States. Our extensive distribution capabilities and commitment to
customer service and training have enabled us to become a leading provider of
security equipment to law enforcement agencies.
23
Mobile Security. Our Mobile Security Division manufactures and installs
ballistic and blast protected armoring systems for privately owned vehicles.
Under the brand name O'GARA-HESS & EISENHARDT ARMORING COMPANY(R), we armor a
variety of privately owned commercial vehicles, including limousines, sedans,
sport utility vehicles, commercial trucks and cash-in-transit vehicles, to
protect against varying degrees of ballistic and blast threats. Our customers in
this business include international corporations and high net worth individuals.
Under the brand name O'Gara-Hess & Eisenhardt, we are the sole-source provider
to the U.S. military of the armor and blast protection systems for M1114
Up-Armored High Mobility Multi-Purpose Wheeled Vehicles ("HMMWVs"). We are also
under contract with the U.S. Army to provide spare parts, logistics and ongoing
field support services for the currently installed base of approximately 4,415
Up-Armored HMMWVs. Additionally, we provide blast and ballistic protection kits
for the standard HMMWVs, which are installed on existing equipment in the field.
Our Mobile Security Division is also subcontracted to develop a ballistic and
blast protected armored and sealed truck cab for the High Mobility Artillery
Rocket System ("HIMARS"), a program recently transitioned by the U.S. Army and
U.S. Marine Corps from developmental to a low rate of initial production,
deliveries of which commenced in 2003. We also supply armor sub-systems for
other tactical wheeled vehicles. In addition, we supply ballistic and blast
protected armoring systems to U.S. federal law enforcement and intelligence
agencies and foreign heads of state.
Simula. Simula, a wholly-owned indirect subsidiary of Armor Holdings,
supplies human safety and survival systems to the U.S. military, and major
aerospace and defense prime contractors. Our core markets are military aviation
safety, military personnel safety, and land and marine safety. Through Simula,
we provide military helicopter seating systems, helicopter cockpit airbag
systems, aircraft and land vehicle armor kits, body armor and other protective
equipment for military personnel, emergency bailout parachutes and survival
ensembles worn by military aircrew. The primary customers for our products are
the U.S. Army, U.S. Marine Corps, Boeing, and Sikorsky Aircraft. Most of
Simula's aviation safety products are provided on a sole source basis. The U.S.
armed forces have adopted ceramic body armor as a key element of the protective
ensemble worn by our troops in Iraq and Afghanistan. Simula was the developer of
this specialized product called small arms protective insert ("SAPI"), and is
the largest supplier to U.S. forces. Simula was acquired by Armor Holdings on
December 9, 2003, and results have been included herein since the acquisition
date.
RECENT DEVELOPMENTS
ZYLON(R) INVESTIGATION
Second Chance Body Armor, Inc., a body armor manufacturer and
competitor to Armor Holdings, has notified its customers of a potential safety
issue with its Ultima(R) and Ultimax(R) models. Second Chance Body Armor has
claimed that Zylon(R) fiber, which is made by Toyobo, a Japanese corporation,
and used in the ballistic fabric construction of those two models, degraded more
rapidly than originally anticipated. Second Chance Body Armor has also stated
that the Zylon(R) degradation problem affects the entire body armor industry,
not just its products. Both private claimants and State Attorneys General have
already commenced legal action against Second Chance Body Armor based upon its
Ultima(R) and Ultimax(R) model vests. Second Chance Body Armor licenses from
Simula a certain patented technology which is used in some of the
24
body armor it manufactures, but to our knowledge, no lawsuit has yet been
brought against Second Chance Body Armor based upon this licensed technology,
although a letter was received by Simula from an attorney representing a police
officer who was injured while wearing a Second Chance Body Armor vest alleging
potential liability against Simula.
We use Zylon(R) fiber in a number of concealable body armor models for
law enforcement, but our design and construction are different. We have been
testing our Zylon(R)-based vests since their 2000 introduction and to date these
tests of our Zylon(R)-based vests show no unanticipated degradation in ballistic
performance. In addition, to our knowledge, no other body armor manufacturer has
reported or experienced similar problems as those cited by Second Chance Body
Armor. Finally, the National Institute of Justice tests and certifies each of
our body armor designs before we begin to produce or sell any particular model.
Following the Second Chance Body Armor assertions, several key law
enforcement associations have raised the issue to the U.S. Department of Justice
and Attorney General's Office. The U.S. Attorney General has asked the U.S.
Department of Justice to investigate the concerns and produce information to
clarify the issues. We support the Attorney General's directive and the
investigation.
As Simula has licensed a soft body armor technology to Second Chance
Body Armor, it may be impacted by the pending suits filed against Second Chance
Body Armor and the on-going investigation being conducted by the U.S. Department
of Justice. However, the licensed technology is not specifically related to use
of Zylon(R) fiber in Second Chance Body Armor vests.
The National Institute of Justice (NIJ) is engaged in an ongoing
inquiry and investigation of bullet-resistant vests and the protocol for testing
used vests, as well as the reliability of Zylon and other fibers. We have
consulted with and cooperated fully with the NIJ in this endeavor. To date, the
NIJ has embarked only in its first phase of testing, which entails vests that
have been heavily worn or exposed to adverse conditions, and which involves
modified ballistic standards applicable to new vests. Although some of the vests
tested, including ours, experienced some level of penetration, the NIJ
specifically warned against the misuse and misinterpretation of these results,
emphasizing that the data produced so far is preliminary in nature, applies to a
very small sample size and therefore it is not possible to draw any
statistically-based conclusions from these results. The NIJ will continue to
conduct further testing and analyze these issues in order to determine if any
conclusions can be reached as to the performance and reliability of aged vests.
We have requested the NIJ to provide us with its testing data, and we intend to
evaluate and review the NIJ results in our continuing effort to assist the NIJ
in developing uniform standards for certification of new vests and the testing
of used vests. The NIJ continues to encourage law enforcement officers to wear
body armor, in light of the fact that "the lives of more than 2,700 law
enforcement officers have been saved by the use of bullet-resistant body armor
over the past 30 years."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by us with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference
in this prospectus, except as superseded or modified herein:
25
(a) Our annual report on Form 10-K for the fiscal year ended December
31, 2003;
(b) Our quarterly report on Form 10-Q for the period ended March 31,
2003;
(c) Our quarterly report on Form 10-Q for the period ended June 30,
2003;
(d) Our quarterly report on Form 10-Q for the period ended September
30, 2003;
(e) Our current report on Form 8-K, Date of Event - May 5, 2003, filed
on May 5, 2003;
(f) Our current report on Form 8-K, Date of Event - July 23, 2003,
filed on July 24, 2003;
(g) Our current report on Form 8-K, Date of Event - July 26, 2003,
filed on August 8, 2003;
(h) Our current report on Form 8-K, Date of Event - August 12, 2003,
filed on August 13, 2003; and
(i) Our current report on Form 8-K, Date of Event - November 4, 2003,
filed on November 5, 2003;
(j) Our current report on Form 8-K, Date of Event - November 26, 2003
filed on December 23, 2003;
(k) Our current report on Form 8-K, Date of Event - December 9, 2003,
filed on December 23, 2003;
(l) Our current report on Form 8-K/A, Date of Event - December 9,
2003, filed on January 22, 2004;
(m) Our current report on Form 8-K, Dated of Event - January 27, 2004,
filed on January 27, 2004;
(n) Our current report on Form 8-K, Date of Event - February 12, 2004,
filed on February 12, 2004;
(o) Our current report on Form 8-K, Date of Event - March 22, 2004,
filed on March 22, 2004;
(p) Our definitive proxy statement on Schedule 14A filed on April 30,
2003; and
(q) The description of our common stock contained in our registration
statement on Form 8-A filed on April 29, 1999, including any
amendments or reports filed for the purpose of updating that
description.
26
All of such documents are on file with the Commission. In addition, all
documents filed by Armor Holdings, Inc. pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this prospectus and
prior to termination of the offering are incorporated by reference in this
prospectus and are a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
This prospectus incorporates herein by reference important business and
financial information about us that is not included in or delivered with this
prospectus. This information is available to you without charge upon written or
oral request. If you would like a copy of any of this information, please submit
your request to Armor Holdings, Inc., 1400 Marsh Landing Parkway, Suite 112,
Jacksonville, Florida 32250, Attention: Corporate Secretary, or call (904)
741-5400.
FORWARD LOOKING STATEMENTS
Certain statements we make in this prospectus, and other written or
oral statements by us or our authorized officers on our behalf, may constitute
"forward looking statements" within the meaning of the Federal securities laws.
Forward-looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions, our
competitive strengths and weaknesses, our business strategy and the trends we
anticipate in the industry and economies in which we operate and other
information that is not historical information. Words or phrases such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, our examination of historical operating trends, are based
upon our current expectations and various assumptions. Our expectations, beliefs
and projections are expressed in good faith, and we believe there is a
reasonable basis for them, but we cannot assure you that our expectations,
beliefs and projections will be realized.
Before you invest in the securities described in this prospectus and
any prospectus supplement hereto, you should be aware that the occurrence of the
events described in the above section captioned "Risk Factors" and otherwise
discussed elsewhere in this prospectus, a prospectus supplement hereto or in
materials incorporated in this prospectus by reference to our other filings with
the Commission, could have a material adverse affect on our business, financial
condition and results of operations.
The data included in this prospectus regarding markets and ranking,
including the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published
27
industry sources or our estimates based on management's knowledge and experience
in the markets in which we operate. Our estimates have been based on information
provided by customers, suppliers, trade and business organizations and other
contacts in the markets in which we operate. We believe these estimates to be
accurate as of the date of this prospectus. However, this information may prove
to be inaccurate because of the method by which we obtained some of the data for
our estimates or because this information cannot always be verified with
complete certainty due to the limits on the availability and reliability of raw
data, the voluntary nature of the data gathering process and other limitations
and uncertainties inherent in a survey of market size. As a result, you should
be aware that market, ranking and other similar data included in this prospectus
and any prospectus supplement hereto, and estimates and beliefs based on that
data, may not be reliable.
USE OF PROCEEDS
Unless we indicate otherwise in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities for general
corporate purposes, which may include, but are not limited to, working capital,
capital expenditures and other potential acquisitions. We will set forth in the
applicable prospectus supplement our intended use for the net proceeds received
from our sale of any securities.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the five years ended
December 31, 2003 are set forth below:
---------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------
1999 2000 2001 2002 2003
---------------------------------------------------------------------------------
Ratio of earnings to
fixed charges 23.8 7.6 5.7 14.9 6.3
=================================================================================
The ratios of earnings to fixed charges are calculated as follows:
(income before income taxes and minority interest) + (fixed charges) - (capitalized interest)
- ---------------------------------------------------------------------------------------------
(fixed charges)
DESCRIPTION OF THE DEBT SECURITIES
This prospectus describes certain general terms and provisions of our
debt securities. When we offer to sell a particular series of debt securities,
we will describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the supplement whether the general terms
and provisions described in this prospectus apply to a particular series of debt
securities.
The debt securities are to be issued under an indenture which is
subject to and governed by the Trust Indenture Act of 1939, as amended (the
"TIA"), and may be supplemented or
28
amended from time to time following its execution. The indenture, and any
supplemental indentures, will be subject to, and governed by, the TIA. The form
of indenture will be filed as an exhibit to a pre-effective amendment to this
prospectus. We have not yet executed an indenture. Prior to issuing any debt
securities, we will be required to select a trustee for the indenture, qualify
the trustee or trustees under the TIA, and execute the indenture.
The form of the indenture will give us broad authority to set the
particular terms of each series of debt securities, including the right to
modify certain of the terms contained in the indenture. The particular terms of
a series of debt securities and the extent, if any, to which the particular
terms of the issue modify the terms of the form of indenture will be described
in the prospectus supplement relating to the debt securities.
The statements made hereunder relating to the indenture and the debt
securities to be issued thereunder are summaries of certain provisions thereof
and do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the indenture (including those terms
made a part of the indenture by reference to the TIA) and such debt securities.
GENERAL
The terms of each series of debt securities will be detailed or
determined in the manner provided in the indenture and any applicable
supplemental indenture. The particular terms of each series of debt securities
will be described in a prospectus supplement relating to the series, including
any pricing supplement.
We will set forth in a prospectus supplement (including any pricing
supplement) relating to any series of debt securities being offered, the initial
offering price, the aggregate principal amount and the following terms of the
debt securities, if applicable:
o the title of the debt securities;
o the price or prices (expressed as a percentage of the aggregate
principal amount) at which we will sell the debt securities;
o any limit on the aggregate principal amount of the debt
securities;
o the date or dates on which we will pay the principal on the debt
securities;
o the rate or rates (which may be fixed or variable) per annum or
the method used to determine the rate or rates (including any
commodity, commodity index, stock exchange index or financial
index) at which the debt securities will bear interest, the date
or dates from which interest will accrue, the date or dates on
which interest will commence and be payable and any regular record
date for the interest payable on any interest payment date;
29
o the place or places where principal of, premium, and interest on
the debt securities will be payable;
o whether the debt securities rank as senior subordinated debt
securities or subordinated debt securities;
o the terms of any guarantee of any debt securities;
o the terms and conditions upon which we may redeem the debt
securities;
o any obligation we have to redeem or purchase the debt securities
pursuant to any sinking fund or analogous provisions or at the
option of a holder of debt securities;
o the dates on which and the price or prices at which we will
repurchase the debt securities at the option of the holders of
debt securities and other detailed terms and provisions of these
repurchase obligations;
o the denominations in which the debt securities will be issued, if
other than denominations of $1,000 and any integral multiple
thereof;
o whether the debt securities will be issued in the form of
certificated debt securities or global debt securities;
o the portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other
than the principal amount;
o the currency of denomination of the debt securities;
o the designation of the currency, currencies or currency units in
which payment of principal of, premium and interest on the debt
securities will be made;
o if payments of principal of, premium or interest on the debt
securities will be made in one or more currencies or currency
units other than that or those in which the debt securities are
denominated, the manner in which the exchange rate with respect to
these payments will be determined;
o the manner in which the amounts of payment of principal of,
premium or interest on the debt securities will be determined, if
these amounts may be determined by reference to an index based on
a currency or currencies other than that in which the debt
securities are denominated or designated to be payable or by
reference to a commodity, commodity index, stock exchange index or
financial index;
o whether, the ratio at which and the terms and conditions upon
which, if any, the debt securities will be convertible into or
exchangeable for our common stock or our other securities or
securities of another person;
30
o any provisions relating to any security provided for the debt
securities;
o any addition to or change in the events of default described in
this prospectus or in the indenture with respect to the debt
securities and any change in the acceleration provisions described
in this prospectus or in the indenture with respect to the debt
securities;
o any addition to or change in the covenants described in this
prospectus or in the indenture with respect to the debt
securities;
o any other terms of the debt securities, which may modify or delete
any provision of the indenture as it applies to that series; and
o any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to the debt
securities.
TRANSFER AND EXCHANGE
A holder will be able to transfer or exchange debt securities in
accordance with the indenture. The registrar and the trustee may require a
holder, among other things, to furnish appropriate endorsements and transfer
documents in connection with a transfer of debt securities. Holders may be
required to pay all taxes due on transfer.
AMENDMENT, SUPPLEMENT AND WAIVER
Subject to certain exceptions, the indenture and the debt securities
may be amended or supplemented with the consent of the holders of at least a
majority in principal amount of the series then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for debt securities), and any existing default or compliance
with any provision of the indenture relating to a particular series of debt
securities may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding debt securities (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, debt securities).
Without the consent of each holder affected, an amendment or waiver may
not, among other things, (with respect to any debt securities held by a
non-consenting holder):
o reduce the principal amount of debt securities whose holders must
consent to an amendment, supplement or waiver;
o reduce the principal of or change the stated maturity of any debt
security;
o reduce the rate of or change the time for payment of interest on
any debt security;
o waive a default in the payment of principal or interest on the
debt securities; and
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o make any debt security in money other than that stated in the debt
security.
The right of any holder to participate in any consent required or
sought pursuant to any provision of the indenture (and our obligation to obtain
any such consent otherwise required from such holder) may be subject to the
requirement that such holder shall have been the holder of record of any debt
securities with respect to which such consent is required or sought as of a date
identified by the trustee in a notice furnished to holders in accordance with
the terms of the indenture.
EVENTS OF DEFAULT AND REMEDIES
An event of default with respect to any series of debt securities will
be defined in the indenture as being, among other things, default, after
applicable cure periods, if any, in payment of the principal of or premium, if
any, on any of the debt securities of such series; default, after applicable
cure periods, if any, in payment of any installment of interest on any debt
security of such series; default by us, after applicable cure periods, if any,
after notice in the observance or performance of other covenants in the
indenture relating to such series; and certain events involving our bankruptcy,
insolvency or reorganization.
Subject to certain limitations, the indenture will provide that the
holders of not less than a certain specified percentage in principal amount of
such series of debt securities then outstanding may, among other things, direct
the trustee in its exercise of any trust or power. However, the holders of a
majority in principal amount of the debt securities of such series then
outstanding by written notice to the trustee and us may waive any default with
respect to such series of debt securities.
DEFEASANCE OF INDENTURE
Subject to certain limitations, we may, at our option and at any time,
elect to have certain of our obligations discharged with respect to the
outstanding debt securities by, among other things, irrevocably depositing with
the trustee, in trust, for the benefit of the holders of the debt securities,
cash, United States government securities, or a combination of cash in U.S.
dollars and United States government securities, in amounts as will be
sufficient, in the opinion of an independent firm of certified public
accountants, to pay the principal of, and interest and premium, if any, on the
outstanding debt securities on the stated maturity or on the applicable
redemption date, as the case may be.
CONCERNING THE TRUSTEE
If the trustee becomes a creditor of Armor Holdings or any subsidiary
guarantor, the indenture will limit its right to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest it must eliminate
such conflict within an appropriate time period, apply to the Commission for
permission to continue or resign.
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The holders of a majority in principal amount of the then outstanding
debt securities will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the trustee,
subject to certain exceptions. The indenture will provide that in case an event
of default occurs and is continuing, the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent person in the
conduct of its own affairs. Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the indenture
at the request of any holder of debt securities, unless such holder has offered
to the trustee security and indemnity satisfactory to it against any loss,
liability or expense.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
We have 50,000,000 shares of common stock, par value $0.01 per share,
authorized pursuant to our restated certificate of incorporation, as amended.
The holders of our common stock are entitled to one vote for each share on all
matters voted on by our stockholders, including the election of directors. No
holders of common stock have any right to cumulative voting. Subject to any
preferential rights of any outstanding series of preferred stock created by our
board of directors, the holders of our common stock will be entitled to such
dividends as may be declared from time to time by our board of directors from
funds legally available therefor. We currently do not, and do not intend to, pay
cash dividends on our common stock in the foreseeable future, and, at this time,
are restricted from doing so under the terms of our senior credit facility and
the indenture governing our 8 1/4% notes, except under certain circumstances.
In the event of a liquidation, dissolution or winding up, the holders
of our common stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference and other amounts owed to
the holders of our preferred stock. Holders of common stock have no preemptive
rights or rights to convert their common stock into any other securities. There
are no redemption or sinking fund provisions applicable to the common stock.
Our common stock is listed on the New York Stock Exchange under the
symbol "AH."
PREFERRED STOCK
Our restated certificate of incorporation, as amended, authorizes our
board of directors to issue, without further stockholder action, up to 5,000,000
shares of preferred stock, in one or more series, having a par value of $0.01
per share. The board of directors is authorized to fix for each such series the
designation and relative rights (including, if any, conversion, participation,
voting and dividend rights and stated redemption and liquidation values),
preferences, limitations and restrictions, as are stated in the resolutions
adopted by the board of directors and as are permitted by General Corporation
Law of the State of Delaware.
33
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, shares of preferred
stock, or shares or common stock. We may issue warrants independently or
together with any other securities we offer pursuant to a prospectus supplement
and the warrants may be attached to or separate from the securities. We will
issue each series of warrants under a separate warrant agreement that we will
enter into with a bank or trust company, as warrant agent. We will set forth
additional terms of the warrants and the applicable warrant agreements in the
applicable prospectus supplement.
Each warrant will entitle the holder to purchase the principal amount
of debt securities or the number of shares of preferred stock or common stock at
the exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement. The exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the applicable prospectus
supplement. After the close of business on the expiration date of the warrant,
unexercised warrants will become void. The place or places where, and the manner
in which, warrants may be exercised shall be specified in the applicable
prospectus supplement.
The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being
delivered:
o the title of the warrants;
o the aggregate number of the warrants;
o the price or prices at which the warrants will be issued;
o the designation, aggregate principal amount and terms of the
securities issuable upon exercise of the warrants and the
procedures and conditions relating to the exercise of the
warrants;
o the designation and terms of any related securities with which the
warrants will be issued, and the number of warrants that will be
issued with each security;
o the date, if any, on and after which the warrants and the related
debt securities will be separately transferable;
o the price at which the securities purchasable upon exercise of the
warrants may be purchased;
o the date on which the right to exercise the warrants will
commence, and the date on which the right will expire;
o the maximum or minimum number of warrants which may be exercised
at any time;
o a discussion of certain U.S. federal income tax considerations
applicable to the exercise of the warrants; and
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o any other terms of the warrants and terms, procedures and
limitations relating to the exercise of the warrants.
Holders may exchange warrant certificates for new warrant certificates
of different denominations, and may exercise warrants at the corporate trust
office of the warrant agent or any other office indicated in the applicable
prospectus supplement. Prior to the exercise of their warrants, holders of
warrants will not have any of the rights of holders of the securities
purchasable upon the exercise and will not be entitled to payments of principal,
premium or interest on the securities purchasable upon the exercise.
DESCRIPTION OF SENIOR INDEBTEDNESS
On August 12, 2003, we terminated our prior credit facility and entered
into a new secured revolving credit facility with Bank of America, N.A.,
Wachovia Bank, National Association and a syndicate of other financial
institutions arranged by Banc of America Securities LLC. The new credit facility
consists of a five-year revolving credit facility and, among other things,
provides for (i) total maximum borrowings of $60 million, (ii) a $25 million
sub-limit for the issuances of standby and commercial letters of credit, (iii) a
$5 million sub-limit for swing-line loans, and (iv) a $5 million sub-limit for
multi-currency borrowings. All borrowings under the new credit facility will
bear interest at either (i) a rate equal to LIBOR, plus an applicable margin
ranging from 1.125% to 1.625%, (ii) an alternate base rate which will be the
higher of (a) the Bank of America prime rate and (b) the Federal Funds rate plus
..50%, or (iii) with respect to foreign currency loans, a fronted offshore
currency rate, plus an applicable margin ranging from 1.125% to 1.625%,
depending on certain conditions. The new credit facility is guaranteed by
certain of our direct and indirect domestic subsidiaries and is secured by,
among other things (i) a pledge of all of the issued and outstanding shares of
stock or other equity interests of certain of our direct and indirect domestic
subsidiaries, (ii) a pledge of 65% of the issued and outstanding voting shares
of stock or other voting equity interests of certain of our direct and indirect
foreign subsidiaries, (iii) a pledge of 100% of the issued and outstanding
nonvoting shares of stock or other nonvoting equity interests of certain of our
direct and indirect foreign subsidiaries, and (iv) a first priority perfected
security interest on certain of our domestic assets and certain domestic assets
of certain of our direct and indirect subsidiaries that will become guarantors
of our obligations under the new credit facility, including, among other things,
accounts receivable, inventory, machinery, equipment, certain contract rights,
intellectual property rights and general intangibles. As of the date of this
prospectus, we are in compliance with all of our negative and affirmative
covenants.
DESCRIPTION OF SENIOR SUBORDINATED NOTES
On August 12, 2003 we closed a private placement of $150,000,000
aggregate principal amount of 8 1/4% senior subordinated notes due 2013, or 8
1/4% notes. The 8 1/4% notes are guaranteed by all of our domestic subsidiaries
on a senior subordinated basis. If we create or acquire a new domestic
subsidiary, it will also guarantee the 8 1/4% notes unless we designate the
subsidiary as an "unrestricted subsidiary" under the indenture governing the 8
1/4% notes. We
35
received approximately $147.5 million of net proceeds from the sale of the
8 1/4% notes. We used $15.0 million of the net proceeds to repay all of the
outstanding amounts under our Amended and Restated Credit Agreement, dated as of
August 22, 2001, $110.5 million of the net proceeds to acquire Simula, Inc. and
retire Simula's outstanding indebtedness, and $7.5 million of the net proceeds
to acquire Hatch Imports, Inc. We intend to use the remaining net proceeds of
the offering to fund future acquisitions, repay a portion of our outstanding
debt and for general corporate purposes, including the funding of working
capital and capital expenditures.
The 8 1/4% notes are our unsecured senior subordinated obligations and
rank junior in right of payment to our existing and future senior debt. The
guarantees of the 8 1/4% notes by all of our domestic subsidiaries, except USDS,
Inc., rank junior in right of payment to all existing and future senior debt of
such subsidiaries. In addition, the 8 1/4% notes are effectively subordinated to
all existing and future debt and other liabilities (including trade payables) of
our non-guarantor subsidiaries. The 8 1/4% notes and the guarantees rank equal
in right of payment with any of our and our subsidiary guarantors' future senior
subordinated debt. Neither we nor our subsidiary guarantors currently have any
senior subordinated debt outstanding other than the 8 1/4% notes.
We may redeem some or all of the 8 1/4% notes at any time on or after
August 15, 2008, at redemption prices set forth in the indenture for the 8 1/4%
notes. In addition, at any time prior to August 15, 2006, we may redeem up to
35% of the 8 1/4% notes from the proceeds of certain sales of our equity
securities at 108.25% of the principal amount, plus accrued and unpaid interest,
if any, to the date of redemption. We may make that redemption only if, after
the redemption, at least 65% of the aggregate principal amount of the 8 1/4%
notes remains outstanding and the redemption occurs within 60 days of the
closing of the equity offering.
Upon the occurrence of a change of control, we must offer to repurchase
the 8 1/4% notes at 101% of the principal amount of the notes, plus accrued and
unpaid interest to the date of repurchase.
The indenture governing the 8 1/4% notes contains certain covenants
limiting our ability and the ability of our restricted subsidiaries to, under
certain circumstances:
o incur additional debt;
o issued preferred stock;
o prepay subordinated indebtedness;
o pay dividends or make other distributions on, redeem or
repurchase, capital stock;
o make investments or other restricted payments;
o enter into transactions with affiliates;
o engage in sale and leaseback transactions;
36
o issue stock of restricted subsidiaries
o sell all, or substantially all, of our assets;
o create liens on assets to secure debt; or
o effect a consolidation or merger.
These covenants are subject to important exceptions and qualifications as
described in the indenture for the 8 1/4% notes.
We and our subsidiary guarantors have entered into an agreement for the
benefit of holders of the 8 1/4% notes, in which we and our subsidiary
guarantors agreed to:
o file a registration statement with the Commission within 150 days
after the date the 8 1/4% notes are issued, with respect to an
offer to exchange the 8 1/4% notes for freely tradable notes that
have substantially identical terms as the 8 1/4% notes and are
registered under the Securities Act.
o use reasonable best efforts to cause the registration statement to
be declared effective under the Securities Act within 195 days
after the issue date of the 8 1/4% notes;
o consummate the exchange offer within 225 days after the issue date
of the 81/4% notes; and
o file a shelf registration statement for the resale of the 8 1/4%
notes if we cannot effect an exchange offer within the time
periods listed above and in certain other circumstances.
If we do not comply with any of these obligations in a timely manner, we must
pay additional interest on the 8 1/4% notes as set forth in the Registration
Rights Agreement we entered into in connection with the issuance of the 8 1/4%
notes; provided, however, that we will only be obligated to pay additional
interest during the time period in which we are in default under the terms of
the Registration Rights Agreement.
PLAN OF DISTRIBUTION
We may sell securities to or through underwriters and also may sell
securities directly to purchasers or through agents. We will name any
underwriter or agent involved in the offer and sale of securities in the
applicable prospectus supplement.
We may distribute the securities from time to time in one or more
transactions:
o at a fixed price or prices, which may be changed;
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o at market prices prevailing at the time of sale;
o at prices related to such prevailing market prices; or
o at negotiated prices.
We may also, from time to time, authorize dealers, acting as our
agents, to offer and sell securities upon the terms and conditions set forth in
the applicable prospectus supplement. In connection with the sale of securities,
we, or the purchasers of securities for whom the underwriters may act as agents,
may compensate underwriters in the form of discounts, concessions or
commissions. Underwriters may sell the securities to or through dealers, and
those dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Underwriters, dealers and agents participating in
the distribution of securities may be deemed to be underwriters under the
Securities Act, and any discounts or commissions they receive from us and any
profit they realize on resale of the securities may be deemed to be underwriting
discounts and commissions under the Securities Act. We will describe in the
applicable prospectus supplement any compensation we pay to underwriters or
agents in connection with the offering of securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers.
We may enter into agreements to indemnify underwriters, dealers and
agents who participate in the distribution of securities against certain
liabilities, including liabilities under the Securities Act.
To facilitate the offering of securities, certain persons participating
in the offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In
addition, these persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to dealers participating in the
offering may be reclaimed if securities sold by them are repurchased in
connection with stabilization transactions. The effect of these transactions may
be to stabilize or maintain the market price of the securities at a level above
that which might otherwise prevail in the open market. These transactions may be
discontinued at any time.
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us in the ordinary course
of our business.
We may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including short
38
sale transactions. If so, the third party may use securities pledged by us or
borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be identified in the applicable prospectus
supplement (or a post-effective amendment).
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act,
and in accordance therewith we are required to file periodic reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed by us can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, at the prescribed rates. The Commission also maintains a site on
the World Wide Web that contains reports, proxy and information statements and
other information regarding registrants that file electronically. The address of
such site is http://www.sec.gov. The telephone number of the Public Reference
Room of the Commission is 1-800-SEC-0330, and you may obtain information on the
operation of the Public Reference Room by calling the Commission at such
telephone number. In addition, similar information can be inspected at the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
With respect to the common stock, preferred stock, warrants, and debt
securities, this prospectus omits certain information that is contained in the
registration statement on file with the Commission, of which this prospectus is
a part. For further information with respect to us and our common stock,
preferred stock, warrants, and debt securities, reference is made to the
registration statement, including the exhibits incorporated therein by reference
or filed therewith. Statements herein contained concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit or incorporated by reference in
the registration statement, each such statement, each such statement being
qualified in all respects by such reference. The registration statement and the
exhibits may be inspected without charge at the offices of the Commission or
copies thereof obtained at prescribed rates from the public reference section of
the Commission at the addresses set forth above.
You should rely on the information contained in this prospectus and in
the registration statement as well as other information you deem relevant. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, securities only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or any sale or exchange of securities, however, we have a duty
to update that information while this prospectus is in use by you where, among
other things, any facts or circumstances arise which, individually or in the
aggregate, represent a fundamental change in the information contained in this
prospectus or any
39
material information with respect to the plan of distribution was not previously
disclosed in the prospectus or there is any material change to such information
in the prospectus. This prospectus does not offer to sell or solicit any offer
to buy any securities other than the common stock, preferred stock, warrants,
and debt securities to which it relates, nor does it offer to sell or solicit
any offer to buy any of these securities in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
EXPERTS
The consolidated financial statements of Armor Holdings, Inc. and
subsidiaries appearing in its Annual Report on Form 10-K for the year ended
December 31, 2003, have been audited by PricewaterhouseCoopers LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements incorporated in this prospectus
by reference from Simula Inc.'s Annual Report on Form 10-K for the years ended
December 31, 2002 and 2001 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
us by Kane Kessler, P.C., New York, New York. Any underwriters will be advised
about the other issues relating to any offering by their own legal counsel.
40
- --------------------------------------------------------------------------------
PROSPECTUS
ARMOR HOLDINGS, INC.
$500,000,000
DEBT SECURITIES, COMMON STOCK,
PREFERRED STOCK, AND WARRANTS
------------------------
___________ __, 2004
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by us in connection with the distribution of
the securities being registered are as set forth in the following table:
Securities and Exchange Commission Fee $ 63,350
*Legal Fees and Expenses 200,000
*Accounting Fees and Expenses 35,000
*Printing Expenses 50,000
*Blue Sky Fees 7,500
*Trustee/Issuing & Paying Agent Fees and Expenses 5,000
*Transfer Agent Fees & Expenses 5,000
*Miscellaneous 33,700
------------------
*Total $ 399,550
==================
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the State of
Delaware ("DGCL"), a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding (i)
if such person acted in good faith and in a manner that person reasonably
believed to be in or not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding, if he or she had no
reasonable cause to believe such conduct was unlawful. In actions brought by or
in the right of the corporation, a corporation may indemnify such person against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner that person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
that person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the Court of Chancery or other such court
II-1
shall deem proper. To the extent that such person has been successful on the
merits or otherwise in defending any such action, suit or proceeding referred to
above or any claim issue or matter therein, he or she is entitled to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. The indemnification and
advancement of expenses provided for or granted pursuant to Section 145 is not
exclusive of any other rights of indemnification or advancement of expenses to
which those seeking indemnification or advancement of expenses may be entitled,
and a corporation may purchase and maintain insurance against liabilities
asserted against any former or current director, officer, employee or agent of
the corporation, or a person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, whether or not the power
to indemnify is provided by the statute.
As permitted by the DGCL, Armor Holdings' Charter provides that, to the
fullest extent permitted by the DGCL, no director shall be liable to Armor
Holdings or to its stockholders for monetary damages for breach of his/her
fiduciary duty as a director. Delaware law does not permit the elimination of
liability (i) for any breach of the director's duty of loyalty to Armor Holdings
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases or
(iv) for any transaction from which the director derives an improper personal
benefit. The effect of this provision in the Charter is to eliminate the rights
of Armor Holdings and its stockholders (through stockholders' derivative suits
on behalf of Armor Holdings) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.
Armor Holdings' Charter provides that Armor Holdings may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of Armor Holdings) by reason of the fact that he/she is or was a director,
officer, employee or agent of Armor Holdings or is or was serving at the request
of Armor Holdings as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner he/she reasonably believed to be in or not
opposed to the best interests of Armor Holdings, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
Armor Holdings Charter also provides that Armor Holdings may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of Armor
Holdings to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which
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such person shall have been adjudged to be liable to Armor Holdings unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Armor Holdings' Charter also provides that to the extent a director or
officer of Armor Holdings has been successful in the defense of any action, suit
or proceeding referred to in the previous paragraphs or in the defense of any
claim, issue, or matter therein, he/she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him/her in
connection therewith; that indemnification provided for in the Charter shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the Company may purchase and maintain insurance on behalf of
a director or officer of the Company against any liability asserted against
him/her or incurred by him/her in any such capacity or arising out of his/her
status as such whether or not Armor Holdings would have the power to indemnify
him/her against such liabilities under the provisions of Section 145 of the
DGCL.
ITEM 16. EXHIBITS
Exhibit Description
- ------- -----------
1.1 Form of Underwriting Agreement. (3)
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration
Statement No. 333-28879 on Form S-1 of the Company and incorporated
herein by reference).
4.2 Form of Indenture. (2)
4.3 Form of Debt Security. (3)
4.4 Form of Certificate of Designation. (3)
4.5 Form of Warrant Agreement. (3)
4.6 Form of Warrant (included in Exhibit 4.5). (3)
5.1 Opinion of Kane Kessler, P.C. (2)
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. (1)
23.1 Consent of PricewaterhouseCoopers LLP. (1)
23.2 Consent of Deloitte & Touche LLP. (1)
23.3 Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)
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Exhibit Description
- ------- -----------
24.1 Powers of Attorney (See signature pages of this registration
statement). (1)
25.1 Statement of Eligibility of Trustee under the Trust Indenture Act of
1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)
(1) Filed herewith.
(2) To be filed by pre-effective amendment.
(3) To be filed by amendment or by a report on Form 8-K pursuant to Item
601(b) of Regulation S-K.
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ITEM 17. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by Armor Holdings pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
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B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of Armor Holdings's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Armor Holdings pursuant to the
foregoing provisions, or otherwise, Armor Holdings has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Armor
Holdings of expenses incurred or paid by a director, officer
or controlling person of Armor Holdings in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, Armor Holdings will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
D. We further undertake that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by Armor
Holdings pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act of 1933 shall be deemed to
be part of this registration statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
E. Armor Holdings hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by
the Securities and Exchange Commission under Section 305(b)(2)
of the Trust Indenture Act.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMOR HOLDINGS, INC.
By: /s/ Warren B. Kanders,
----------------------------------------
Warren B. Kanders,
Chief Executive Officer and Chairman
of the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Warren B. Kanders Chairman of the Board of March 23, 2004
- ------------------------ Directors, Chief Executive
Warren B. Kanders Officer and Director
(principal executive officer)
/s/ Glenn J. Heiar Chief Financial Officer March 23, 2004
- ------------------------ (principal financial officer)
Glenn J. Heiar
/s/Nicholas Sokolow Director March 23, 2004
- ------------------------
Nicholas Sokolow
/s/ Burtt R. Ehrlich Director March 23, 2004
- ------------------------
Burtt R. Ehrlich
/s/ Thomas W. Strauss Director March 23, 2004
- ------------------------
Thomas W. Strauss
Director March 23, 2004
- ------------------------
Alair A. Townsend
/s/ Deborah A. Zoullas Director March 23, 2004
- ------------------------
Deborah A. Zoullas
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
911EP, INC.
ARMOR BRANDS, INC.
ARMOR HOLDINGS FORENSICS, INC.
ARMOR HOLDINGS PRODUCTS, INC.
ARMOR SAFETY PRODUCTS COMPANY
BREAK-FREE ARMOR CORP.
BREAK-FREE INC.
CASCO INTERNATIONAL, INC.
DEFENSE TECHNOLOGY CORPORATION
OF AMERICA
IDENTICATOR, INC.
MONADNOCK LIFETIME PRODUCTS, INC.
MONADNOCK LIFETIME PRODUCTS, INC.
MONADNOCK POLICE TRAINING
COUNCIL, INC.
PRO-TECH ARMORED PRODUCTS OF
MASSACHUSETTS, INC.
RAMTECH DEVELOPMENT CORP.
SAFARILAND GOVERNMENT SALES, INC.
SAFARI LAND LTD, INC.
SPEEDFEED ACQUISITION CORP.
By: /s/Stephen E. Croskrey
---------------------------------------
Stephen E. Croskrey
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
each of said attorney-in-fact or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof. Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all that each of said attorney-in-fact or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller
- ---------------------- Director March 23, 2004
Robert R. Schiller
/s/Stephen E. Croskrey Director and President March 23, 2004
- ---------------------- (principal executive officer)
Stephen E. Croskrey
/s/Mark Williams Treasurer March 23, 2004
- ---------------------- (principal financial officer)
Mark Williams
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
AHI PROPERTIES I, INC.
By: /s/ Robert R. Schiller
---------------------------------
Robert R. Schiller
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Glenn J. Heiar Director and Treasurer March 23, 2004
- --------------------------- (principal financial officer)
Glenn J. Heiar
/s/ Todd S. Smith Director March 23, 2004
- ---------------------------
Todd S. Smith
/s/ Robert R. Schiller Chief Executive Officer March 23, 2004
- --------------------------- (principal executive officer)
Robert R. Schiller
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMORGROUP SERVICES, LLC
By: /s/ Robert R. Schiller
-----------------------------------------
Robert R. Schiller
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Manager, Chief Executive March 23, 2004
- ----------------------- Officer and President
Robert R. Schiller (principal executive officer)
/s/ Todd S. Smith Manager and Treasurer March 23, 2004
- ----------------------- (principal financial officer)
Todd S. Smith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMOR HOLDINGS GP, LLC
By: /s/ Robert R. Schiller
---------------------------------
Robert R. Schiller
Vice President and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Todd S. Smith Manager March 23, 2004
- ---------------------------
Todd S. Smith
/s/ Glenn J. Heiar Manager March 23, 2004
- ---------------------------
Glenn J. Heiar
/s/ Robert R. Schiller Vice President and Treasurer March 23, 2004
- --------------------------- (principal executive and
Robert R. Schiller financial officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMOR HOLDINGS LP, LLC
By: /s/ Todd S. Smith
-----------------------------------------
Todd S. Smith
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Todd S. Smith Manager, Chief Executive March 23, 2004
- ----------------------- Officer and President
Todd S. Smith (principal executive officer)
/s/ Robert R. Schiller Manager and Treasurer March 23, 2004
- ----------------------- (principal financial officer)
Robert R. Schiller
/s/ Glenn J. Heiar Manager March 23, 2004
- -----------------------
Glenn J. Heiar
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.
By: /s/ Robert R. Schiller
---------------------------------------
Robert R. Schiller
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Manager and President March 23, 2004
- ----------------------- (principal executive officer)
Robert R. Schiller
/s/ Glenn J. Heiar Manager and Treasurer March 23, 2004
- ----------------------- (principal financial officer)
Glenn J. Heiar
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMOR HOLDINGS PAYROLL SERVICES, LLC
By: /s/ Glenn J. Heiar
----------------------------------------
Glenn J. Heiar
Manager
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Edward Bayhi Manager March 23, 2004
- -------------------
Edward Bayhi
/s/ Glenn J. Heiar
- ------------------- Manager March 23, 2004
Glenn J. Heiar
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ARMOR HOLDINGS PROPERTIES, INC.
By: /s/ Robert R. Schiller
-------------------------------------------
Robert R. Schiller
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Director, Chief Executive March 23, 2004
- ----------------------- Officer and President
Robert R. Schiller (principal executive officer)
/s/Glenn J. Heiar Director and Treasurer March 23, 2004
- ----------------------- (principal financial officer)
Glenn J. Heiar
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
B-SQUARE, INC.
By: /s/ Stephen E. Croskrey
----------------------------------
Stephen E. Croskrey
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller
- ------------------------ Director March 23, 2004
Robert R. Schiller
/s/ Stephen E. Croskrey Director and President March 23, 2004
- ------------------------ (principal executive officer)
Stephen E. Croskrey
/s/ Charles Ricci Treasurer March 23, 2004
- ------------------------ (principal financial officer)
Charles Ricci
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
CDR INTERNATIONAL, INC.
By: /s/ Glenn J. Heiar
------------------------------------
Glenn J. Heiar
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Director March 23, 2004
- ----------------------
Robert R. Schiller
/s/ Glenn J. Heiar President and Treasurer March 23, 2004
- ---------------------- (principal executive and
Glenn J. Heiar financial officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
NAP PROPERTIES, LTD.
By: NAP Property Managers, LLC, as General
Partner
By: Armor Holdings Properties, Inc., as Managing
Member
By: /s/ Robert R. Schiller
---------------------------------------------
Robert R. Schiller
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Chief Executive Officer and March 23, 2004
- ------------------------ President of Armor Holdings
Robert R. Schiller Properties, Inc., Managing Member
of General Partner of NAP Properties,
Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
NAP PROPERTY MANAGERS, LLC
By: Armor Holdings Properties, Inc., as
Managing Member
By: /s/ Robert R. Schiller
------------------------------------------
Robert R. Schiller
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Chief Executive Officer and March 23, 2004
- ------------------------ President of Armor Holdings
Robert R. Schiller Properties, Inc., Managing
Member of NAP Property
Managers, LLC
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
NETWORK AUDIT SYSTEMS, INC.
By: /s/ Todd S. Smith
-------------------------------------------
Todd S. Smith
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Director and Treasurer March 23, 2004
- ----------------------- (principal financial officer)
Robert R. Schiller
/s/ Todd S. Smith Director and Chief Executive March 23, 2004
- ---------------------- Officer
Todd S. Smith (principal executive officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
NEW TECHNOLOGIES ARMOR, INC.
By: /s/ Michael Anderson
--------------------------------
Michael Anderson
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Director March 23, 2004
- -----------------------
Robert R. Schiller
/s/ Glenn J. Heiar Director March 23, 2004
- -----------------------
/s/ Michael Anderson Director and President March 23, 2004
- ----------------------- (principal executive officer)
Michael Anderson
/s/ John Dethman Director and Vice President -
- ----------------------- Finance March 23, 2004
John Dethman (principal financial officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
O'GARA-HESS & EISENHARDT
ARMORING COMPANY, L.L.C.
By: /s/ Robert R. Schiller
-------------------------------
Robert R. Schiller
Sole Manager
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert R. Schiller Sole Manager March 23, 2004
- -----------------------
Robert R. Schiller
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
THE O'GARA COMPANY
By: /s/ Gary Allen
-----------------------------------------
Gary Allen
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Gary Allen Director, Chief Executive March 23, 2004
- -------------------------- Officer and President
Gary Allen (principal executive officer)
/s/ Robert R. Schiller Director March 23, 2004
- --------------------------
Robert R. Schiller
/s/ Glenn J. Heiar Treasurer March 23, 2004
- -------------------------- (principal financial officer)
Glenn J. Heiar
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
AHI BULLETPROOF ACQUISITION CORP.
AI CAPITAL CORP.
ASD CAPITAL CORP.
CCEC CAPITAL CORP.
INTERNATIONAL CENTER FOR SAFETY
EDUCATION, INC.
SAI CAPITAL CORP.
SIMULA AEROSPACE & DEFENSE
GROUP, INC.
SIMULA, INC.
SIMULA POLYMERS SYSTEMS, INC.
SIMULA TECHNOLOGIES, INC.
SIMULA TRANSPORTATION EQUIPMENT
CORPORATION
By: /s/ Robert Mecredy
------------------------------------------
Robert Mecredy
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Robert Mecredy Director, Chief Executive March 23, 2004
- ----------------------- Officer and President
Robert Mecredy (principal executive officer)
/s/ Robert R. Schiller Director March 23, 2004
- -----------------------
Robert R. Schiller
/s/ Glenn J. Heiar Director, Chief Financial Officer, March 23, 2004
- ----------------------- Treasurer and Secretary
Glenn J. Heiar (principal financial officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
HATCH IMPORTS, INC.
By: /s/ Stephen E. Croskrey
--------------------------------
Stephen E. Croskrey
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen E. Croskrey Director and President March 23, 2004
- ---------------------- (principal executive officer)
Stephen E. Croskrey
/s/ Glenn J. Heiar Director and Vice President March 23, 2004
- ----------------------
Glenn J. Heiar
/s/ Mark Williams Vice President and Treasurer March 23, 2004
- ---------------------- (principal financial officer)
Mark Williams
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Jacksonville,
State of Florida on March 23, 2004.
ODV HOLDINGS CORP.
By: /s/ Stephen E. Croskrey
------------------------------------
Stephen E. Croskrey
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Warren B. Kanders and Robert R. Schiller, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement or any registration statement for this offering that is
to be effective upon the filing pursuant to rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen E. Croskrey Director and President March 23, 2004
- ---------------------- (principal executive officer)
Stephen E. Croskrey
/s/ Glenn J. Heiar Chief Financial Officer March 23, 2004
- ---------------------- (principal financial officer)
Glenn J. Heiar
/s/ Robert R. Schiller Director March 23, 2004
- ----------------------
Robert R. Schiller
EXHIBIT INDEX
Exhibit Description
- ------- -----------
1.1 Form of Underwriting Agreement. (3)
4.1 Form of Common Stock Certificate (filed as Exhibit 4.1 to Registration
Statement No. 333-28879 on Form S-1 of the Company and incorporated
herein by reference).
4.2 Form of Indenture. (2)
4.3 Form of Debt Security. (3)
4.4 Form of Certificate of Designation. (3)
4.5 Form of Warrant Agreement. (3)
4.6 Form of Warrant (included in Exhibit 4.5). (3)
5.1 Opinion of Kane Kessler, P.C. (2)
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. (1)
23.1 Consent of PricewaterhouseCoopers LLP. (1)
23.2 Consent of Deloitte & Touche LLP. (1)
23.3 Consent of Kane Kessler, P.C. (Included in Exhibit 5.1). (2)
24.1 Powers of Attorney (See signature pages of this registration
statement). (1)
25.1 Statement of Eligibility of Trustee under the Trust Indenture Act of
1939 of a Corporation Designated to Act as Trustee on Form T-1. (2)
(1) Filed herewith.
(2) To be filed by pre-effective amendment.
(3) To be filed by amendment or by a report on Form 8-K pursuant to Item
601(b) of Regulation S-K.