SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 12, 1999
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Armor Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-2044869
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) (identification No.)
13386 International Parkway, Jacksonville, Florida 32218
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5400
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(Former name or former address, if changed since last report.)
Item 5. Other Events
On February 12, 1999, Armor Holdings, Inc. (the "Company")
entered into a Credit Agreement among the Company, as Borrower,
CIBC, Inc. ("CIBC"), NationsBank, N.A. ("NationsBank"), First
Union National Bank ("First Union") and SunTrust Bank, North
Florida, N.A. ("SunTrust"), as lenders, NationsBank, as
Documentation Agent and Canadian Imperial Bank of Commerce, as
Administrative Agent (the "Credit Agreement"). Pursuant to the
Credit Agreement, the several lenders established a five-year
$60,000,000 line of credit (the "Credit Facility") for the
benefit of the Company. The Company's indebtedness under the
Credit Facility is evidenced by (i) Five Year Revolving Credit
Notes of up to $40,000,000 and (ii) 364-Day Revolving Credit
Notes of up to $20,000,000, convertible at the Company's option
at the end of 364 days into four-year term notes. All borrowings
under the Credit Facility will bear interest at either (i) the
base rate, plus an applicable margin ranging from .125% to .375%
depending on certain conditions, or (ii) the eurodollar rate,
plus an applicable margin ranging from 1.375% to 1.625% depending
on certain conditions. In addition, the Credit Agreement provides
that NationsBank, N.A. will make swing-line loans of up to
$5,000,000 available to the Company to be used by the Company for
working capital purposes. CIBC, Inc. and NationsBank, N.A. will
also issue letters of credit of up to $5,000,000 to the Company.
As part of the Credit Agreement, all direct and indirect domestic
subsidiaries of the Company (NIK Public Safety, Inc. ("NIK"),
Armor Holdings Properties, Inc. ("Properties"), Defense
Technology Corporation of America ("DTC"), Low Voltage Systems
Technology, Inc. ("LST"), Federal Laboratories, Inc. ("FLI"),
American Body Armor & Equipment, Inc. ("ABAE"), Pro-Tech Armored
Products of Massachusetts, Inc. ("Pro-Tech", together with NIK,
Properties, DTC, LST, FLI and ABAE, collectively, the "Direct
Domestic Subsidiaries"), US Defense Systems, Inc. ("USDS") and
CDR International, Inc. ("CDR", together with the Direct Domestic
Subsidiaries and USDS, collectively, the "Domestic
Subsidiaries")) agreed to guarantee the Company's obligations
under the Credit Agreement pursuant to a Subsidiaries Guarantee.
The Credit Agreement is secured by (i) a pledge by the Company of
all of the issued and outstanding shares of stock of the Direct
Domestic Subsidiaries pursuant to a Borrower Pledge Agreement and
(ii) a pledge by the Company of 65% of the issued and outstanding
shares of its foreign subsidiary, Armor Holdings Limited,
organized under the laws of England and Wales, pursuant to a
Security Deed. In connection with the closing of the Credit
Agreement, the Company fully paid its existing credit facility
with Barnett Bank, N.A. and obtained a release of all collateral
and security interests which Barnett Bank, N.A. held in
connection with such facility.
The foregoing is merely a summary of the Credit Facility and
certain of the documents entered into by the Company and its
Domestic Subsidiaries in connection therewith. Attached hereto as
exhibits are copies of the Credit Agreement and certain related
documents entered into by the Company in connection with the
Credit Facility which contain the actual terms of such documents,
and which are incorporated herein by reference. Reference
is made to such documents for a complete description of their
respective terms.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Unaudited Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The following Exhibits are filed herewith:
5.1 Credit Agreement.
5.2 364-Day Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $4,166,667 made by the Company in favor
of First Union.
5.3 364-Day Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $4,166,667 made by the Company in
favor of SunTrust.
5.4 364-Day Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $5,833,333 made by the Company in
favor of NationsBank.
5.5 364-Day Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $5,833,333 made by the Company in
favor of CIBC.
5.6 Five Year Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $8,333,333 made by the Company
in favor of First Union.
5.7 Five Year Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $8,333,333 made by the Company in
favor of SunTrust.
5.8 Five Year Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $11,666,667 made by the Company
in favor of NationsBank.
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5.9 Five Year Revolving Credit Note, dated February 12, 1999, in the
principal amount of up to $11,666,667 made by the Company
in favor of CIBC.
5.10 Borrower Pledge Agreement, dated as of February 12, 1999, made
by the Company in favor of Canadian Imperial Bank of Commerce
as administrative agent for the Lenders.
5.11 Security Deed, dated February 12, 1999, made by the Company in
favor of Canadian Imperial Bank of Commerce as administrative
agent for the Lenders.
5.12 Subsidiaries Guarantee, dated as of February 12, 1999, made by
the Company in favor of Canadian Imperial Bank of Commerce as
administrative agent for the Lenders.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
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Dated: March 10, 1999 Name: Robert R. Schiller
Title: Vice President-Corporate
Development
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