-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/COMVARRGc/P6WC+/GZIPJwdSK93b+BIlfqcHgzulk+8vZXF1y5iWMqPjgMZ0zM YmJbsU5yE+C5Kr72tpIt6w== 0000889812-96-000051.txt : 19960131 0000889812-96-000051.hdr.sgml : 19960131 ACCESSION NUMBER: 0000889812-96-000051 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960129 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BODY ARMOR & EQUIPMENT INC CENTRAL INDEX KEY: 0000845752 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 592044869 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40512 FILM NUMBER: 96508258 BUSINESS ADDRESS: STREET 1: 85 NASSAU PL CITY: YULEE STATE: FL ZIP: 32097 BUSINESS PHONE: 9042614035 MAIL ADDRESS: STREET 2: 85 NASSAU PLACE CITY: YULEE STATE: FL ZIP: 32097 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANDERS FLORIDA HOLDINGS INC CENTRAL INDEX KEY: 0001006611 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 582210921 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 191 NASSAU PLACE ROAD CITY: YULSE STATE: FL ZIP: 32097 BUSINESS PHONE: 9042614035 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___)* American Body Armor & Equipment, Inc. (Name of Issuer) Common Stock, par value $.03 per share (Title of Class of Securities) 024635 203 (CUSIP Number) Warren B. Kanders Kanders Florida Holdings, Inc. 85 Nassau Place, Yulee, Florida 32097 --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 1996 --------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /xx /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 7 Pages 13D CUSIP No. 024635 203 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kanders Florida Holdings, Inc. IRS I.D. No. 58-2210921 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /XX/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER 4,524,178 (See Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 4,524,178 (See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,524,178 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.3% (See Item 5) 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 7 Pages Item 1. Security and Issuer This Statement on Schedule 13D (the "Statement") relates to the shares of common stock, par value $.03 per share (the "Common Stock"), of American Body Armor & Equipment, Inc. (the "Issuer"). The executive offices of the Issuer are located at 85 Nassau Place, Yulee, Florida 32097. Item 2. Identity and Background This Statement is being filed by Kanders Florida Holdings, Inc., a Delaware corporation ("KFH"). The principal business of KFH is that of a holding company. KFH's principal business and principal office address are 85 Nassau Place, Yulee, Florida 32097. KFH has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). KFH has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Warren B. Kanders is the President, sole director and sole shareholder of KFH. Mr. Kanders' business address is c/o Kanders Florida Holdings, Inc., 85 Nassau Place, Yulee, Florida 32097. Mr. Kanders' present principal occupation is that of a private investor, and he conducts such activities through Kanders & Company, Inc., a private investment firm, with an address at 2100 South Ocean Boulevard, Suite 302 North, Palm Beach, Florida 33480, and through KFH, a holding company with an address at 85 Nassau Place, Yulee, Florida 32097. Mr. Kanders has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Kanders has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Kanders is a citizen of the United States. Page 4 of 7 Pages Item 3. Source and Amount of Funds or Other Consideration The shares of Common Stock of the Issuer acquired by KFH were paid for out of KFH's working capital funds. KFH acquired an aggregate of 2,880,217 shares of the Issuer's Common Stock and an aggregate of 1,131,075 shares of the Issuer's 3% Convertible Preferred Stock, stated value $1.00 per share (the "Preferred Stock"), for an aggregate purchase price of $3,190,000, of which an aggregate of $2,340,000 was paid in cash, and an aggregate of $850,000 was paid by the delivery by KFH of a promissory note. KFH acquired an additional 28,141 shares of the Issuer's Common Stock at no cost. Item 4. Purpose of Transactions. KFH considers the shares of Common Stock and Preferred Stock of the Issuer acquired by it (the "Shares") to be an attractive investment at the present time and, accordingly, subject to the conditions set forth below, currently intends to continue to purchase or sell Shares, as appropriate, either in the open market or in privately negotiated transactions. KFH's primary interest is to maximize the value of its investment in the Issuer. To this end, KFH intends continually to review the Issuer's business affairs and financial position and future prospects, as well as conditions in the securities markets and general economic and industry conditions. Based on such evaluation and review and other factors, KFH will continue to consider various alternative courses of action and will in the future take such actions with respect to its investment in the Issuer as it deems appropriate in light of the circumstances existing from time to time. Such actions may involve the purchase of additional Shares and, alternatively, may involve the sale of all or a portion of the Shares held by KFH in the open market or in privately negotiated transactions to one or more purchasers. In addition, upon consummation of the purchase of the Shares by KFH, four of the existing directors of the Issuer resigned, and the vacancies created thereby were filled by the following persons: Warren B. Kanders, who was elected Chairman of the Board of Directors, Burtt R. Ehrlich, director of the Reserve Equity Series and the Cater Allen family of mutual funds, and Nicholas Sokolow, a senior partner in the law firm of Sokolow, Dunaud, Mercadier & Carreras. Page 5 of 7 Pages KFH will seek to implement strategies for the Issuer which will continue to grow its existing business base and actively pursue industry consolidation through corporate acquisitions. Except as described above, KFH does not have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940. (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Page 6 of 7 Pages Item 5. Interest in Securities of the Issuer KFH is the owner of 2,908,358 shares of Common Stock and 1,131,075 shares of Preferred Stock of the Issuer. The Board of Directors of the Issuer has determined to convert all outstanding shares of Preferred Stock of the Issuer into Common Stock, at 110% of the aggregate stated value of the Preferred Stock at a conversion price of $.77. Accordingly, 1,615,820 shares of Common Stock would be issuable to KFH upon such conversion of the 1,131,075 shares of Preferred Stock owned by KFH. The 4,524,178 shares of Common Stock of the Issuer that are owned by KFH constitute 66.3% of the outstanding shares of Common Stock of the Issuer, assuming conversion of all outstanding shares of Preferred Stock of the Issuer into Common Stock as hereinabove described. Warren B. Kanders, the President, sole director and sole shareholder of KFH, may be deemed to be the beneficial owner of such shares of Common Stock that are owned by KFH. KFH has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition with respect to all such shares of Common Stock that KFH is deemed to beneficially own. KFH and Jonathan M. Spiller, the President, Chief Executive Officer and a director of the Issuer, are parties to a certain agreement, dated as of January 18, 1996, pursuant to which KFH has granted certain beneficial ownership interests in the shares of Common Stock of the Issuer owned by KFH to Mr. Spiller. See Item 6 below for a more detailed description of the terms of such agreement. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer KFH and Jonathan M. Spiller entered into an agreement, dated as of January 18, 1996, pursuant to which KFH granted a beneficial ownership interest in 316,823 shares of Common Stock of the Issuer owned by KFH. Such agreement provides that, in the event that KFH sells at least 452,604 shares of Common Stock of the Issuer in a single transaction, then Mr. Spiller shall have the option to either (i) pay to KFH an amount equal to the Spiller Acquisition Cost (as defined in such agreement), in which event Mr. Spiller will be entitled to receive stock certificates representing such 316,823 shares of Common Stock, or (ii) receive the net proceeds relating to 316,823 shares of Common Stock that are the subject of the sale by KFH, reduced by the Spiller Acquisition Cost relating to such shares of Common Stock so sold by KFH. Page 7 of 7 Pages In the event that KFH does not sell at least 452,604 shares of Common Stock as described above, then Mr. Spiller's rights to the 316,823 shares of Common Stock shall vest on January 18, 1999; provided, however, that, at such time, Mr. Spiller is the President and Chief Executive Officer of the Issuer and his Employment Agreement with the Issuer, dated as of January 18, 1996, is in full force and effect and Mr. Spiller is not in breach thereof; and, provided, further, that if Mr. Spiller's Employment Agreement with the Issuer is terminated due to his death or disability, or without cause, prior to January 18, 1999, then a pro-rata portion of such 316,823 shares of Common Stock, based upon the number of months elapsed from January 18, 1996 in relation to 36 months, shall vest to Mr. Spiller. Unless sooner acquired by Mr. Spiller as hereinabove described, Mr. Spiller shall have the right to acquire any such vested shares of Common Stock pursuant to such agreement on January 18, 2001 upon payment by Spiller to KFH of the Spiller Acquisition Cost relating to such shares. Item 7. Material to be Filed as Exhibits 1. Agreement, dated as of January 18, 1996, between KFH and Mr. Spiller. Signature The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. Dated: January 26, 1996 KANDERS FLORIDA HOLDINGS, INC. By: /s/ Warren B. Kanders --------------------------- Warren B. Kanders President INDEX TO EXHIBITS 99.1--Agreement between KFH and Mr. Spiller, dated as of January 18, 1996 EX-99.1 2 AGREEMENT BETWEEN KFH AND JONATHAN SPILLER KANDERS FLORIDA HOLDINGS, INC. c/o Kane Kessler, P.C. 1350 Avenue of the Americas New York, New York 10019 January 18, 1996 Mr. Jonathan M. Spiller 85 Nassau Place Yulee, Florida 32097 Dear Jonathan: This document, dated as of January 18, 1996, outlines certain rights and obligations of Kanders Florida Holdings, Inc. ("KFH") and Jonathan M. Spiller ("Spiller") as of January 18, 1996. KFH is currently the record owner of at least 4,526,038 shares (the "Common Shares") of the common stock, par value $.03 per share (the "Common Stock"), of American Body Armor & Equipment, Inc., a Florida corporation (the "Company"), assuming conversion of all shares of the Company's preferred stock, stated value $1.00 per share, that are owned by KFH at a conversion price of $.77 per share and at 110% of the stated value thereof. KFH acquired the shares of Common Stock of the Company as of January 18, 1996. Effective on this date, certain rights and obligations of KFH and Spiller in, to, and affecting the Common Shares are set forth herein, reflecting the facts that, on the date of the acquisition thereof, KFH granted to Spiller certain beneficial ownership interests in certain of the Common Shares otherwise acquired by KFH, and Spiller agreed to pay to KFH, in consideration of such grant, an amount equal to the Acquisition Cost (as hereinafter defined) incurred by KFH with respect to the Common Shares in which a beneficial interest is granted to Spiller (the "Spiller Acquisition Cost"). Accordingly, the parties hereto agree as follows: 1. COMPANY STOCK OWNERSHIP. It is mutually acknowledged and agreed as follows: (a) that the acquisition cost per share of the Common Shares owned by KFH and beneficially owned by Spiller was $.7384 per share (hereinafter the "Acquisition Cost"); and (b) that KFH hereby grants Spiller, subject to the terms and provisions of this Agreement, a beneficial ownership interest in and to 7% of the Common Shares, or 316,823 shares of Mr. Jonathan M. Spiller January 18, 1996 Page 2 Common Stock of the Company, to be effective as of January 18, 1999; provided, however, that, at such time, Spiller is the President and Chief Executive Officer of the Company, and Spiller's Employment Agreement with the Company, dated as of the date hereof, is in full force and effect, and Spiller is not in breach thereof; and provided, further, that if Spiller's Employment Agreement with the Company is terminated pursuant to Sections 10(a), (b) or (d) thereof prior to January 18, 1999, then a pro-rata portion of 7% of the Common Shares, based upon the number of months elapsed under this Agreement in relation to 36 months, shall vest to Spiller on January 18, 1999, and shall be subject to the terms of this Agreement. Spiller expressly acknowledges and agrees that no interest is hereby granted by KFH to Spiller in or to any shares of Common Stock or other equity interests, or in or to any securities convertible into or exchangeable for shares of Common Stock of the Company that may be acquired by KFH or Warren B. Kanders individually, or any entity controlled by Warren B. Kanders, after the date hereof. Spiller further expressly acknowledges and agrees that Spiller has no interest in any of such Common Shares from the date hereof until January 18, 1999, subject to the provisos contained in the first sentence of this paragraph 1(b), except as provided in paragraph 4(b) hereof. 2. KFH'S COMMON SHARES. KFH represents and warrants, and Spiller acknowledges, as follows: (a) 900,000 shares of Common Stock of the Company owned by KFH are subject to a pledge agreement with Springs Industries, Inc. and such number of shares of Common Stock are subject to adjustment pursuant to the terms of such pledge agreement; and (b) To KFH's knowledge, the Common Shares owned by KFH are otherwise unencumbered, except for the beneficial interest in the Common Shares which KFH has hereby granted to Spiller pursuant to paragraph 1(c) hereof. 3. DISPOSITION OF COMPANY STOCK. (a) KFH agrees that within six (6) months of the date hereof, Spiller shall be permitted to sell, solely in Mr. Jonathan M. Spiller January 18, 1996 Page 3 compliance with applicable laws, rules and regulations, such number of shares of Common Stock of the Company owned of record by Spiller as will result in gross proceeds to Spiller from such sale of $150,000. KFH agrees to use its best reasonable efforts to cause the Company to issue to Spiller non-qualified stock options to purchase 50,000 shares of Common Stock, subject to reduction so that Spiller shall have the right to purchase such number of shares of Common Stock as are equal to the number of shares of Common Stock that are sold by Spiller as set forth in this paragraph 3(a), at an exercise price of $1.00 per share of Common Stock. Spiller agrees that the timing of such sale will be coordinated in advance with KFH, but shall be no later than six (6) months from the date hereof. (b) If KFH intends to sell in a single transaction ten percent (10%) or more of the Common Shares owned by KFH, notice of such intention (the "Sale Notice") shall be given by KFH to Spiller not later than fifteen (15) days prior to the intended sale date. 4. PAYMENT OF THE SPILLER ACQUISITION COST. (a) Upon payment by Spiller to KFH of the Spiller Acquisition Cost, other than in the case of clause (y) of paragraph 4(b) below, KFH shall cause to be issued to Spiller a stock certificate for the shares of Common Stock that are the subject of such payment, with such legends and other provisions as are required by law. Spiller's payment of the Spiller Acquisition Cost to KFH may be made at any time, but in no event later than as provided herein. (b) Upon KFH's giving a Sale Notice to Spiller as a party hereto, Spiller shall elect, by giving written notice to KFH within five (5) days of the Sale Notice, to either (x) pay to KFH an amount equal to the Spiller Acquisition Cost, or (y) receive the net proceeds relating to 7% of the Common Shares so sold by KFH, reduced by the Spiller Acquisition Cost relating to such Common Shares. In the event that Spiller elects to proceed under clause (y) described above, then Spiller shall not be entitled to receive any stock certificates representing such Common Shares, and shall be deemed to have sold such Common Shares. In the case of clause (x) above, the full amount of such Spiller Acquisition Cost shall be paid to KFH not later than the date of the intended sale Mr. Jonathan M. Spiller January 18, 1996 Page 4 or, if later, the date that is the fifteenth (15th) day after the Sale Notice is given by KFH to Spiller. (c) If no Sale Notice is provided by KFH to Spiller on or before January 18, 2001, Spiller shall pay to KFH an amount equal to the Spiller Acquisition Cost. The full amount of such Spiller Acquisition Cost shall be paid to KFH not later than February 18, 2001. (d) The amount payable by Spiller to KFH shall equal the Spiller Acquisition Cost as set forth herein without regard to the price to be paid by the purchaser for any share of Common Stock of the Company pursuant to a sale giving rise to a Sale Notice and without regard to any otherwise determined value of a share of Common Stock of the Company upon any such sale on any date prior to and including January 18, 2001. In addition, the Spiller Acquisition Cost shall also include an interest factor of 8% per annum, compounded monthly, on the amount of the Spiller Acquisition Cost, from the date hereof through and including any payment date of the Spiller Acquisition Cost, which shall be due and payable simultaneously with the payment of the Spiller Acquisition Cost. 5. MISCELLANEOUS. (a) The number of the Common Shares in which Spiller has a beneficial interest as herein set forth shall be adjusted to properly reflect the rights granted to Spiller hereunder in the event that the Company is affected by recapitalization, reorganization, reclassification, or a like event. (b) Except as set forth in subdivision (c) of this paragraph 5, Spiller does not have the right to assign this Agreement or the rights or benefits hereunder. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, trustees, legal representatives, administrators, executors, successors, and permitted assigns. (d) All notices, requests, demands and other communications under this Agreement shall be in writing and shall Mr. Jonathan M. Spiller January 18, 1996 Page 5 be deemed to have been given when mailed in any United States post office enclosed in a registered or certified postage prepaid envelope and addressed to the addresses first set forth above, or to such other address as any party may specify by notice to other party given in the manner provided for herein. (e) This Agreement is made and executed and shall be governed by the laws of the State of New York. (f) The parties shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement including, without limitation, all necessary stock powers and such other instruments of transfer as may be necessary or desirable to transfer ownership of the Company Shares, and any filings required under any law or regulation. The signature of a party to this Agreement represents the party's assent to the Agreement and the terms hereof. Very truly yours, KANDERS FLORIDA HOLDINGS, INC. By: /s/ WARREN B. KANDERS ------------------------------ Warren B. Kanders President ACCEPTED AND AGREED TO: /s/ JONATHAN M. SPILLER - -------------------------- Jonathan M. Spiller -----END PRIVACY-ENHANCED MESSAGE-----