-----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, CdfhL0wJ+h58gQ1U+IJr4mVxGAJ7nrdzT+PRoFst14Ux4q5Vb/0lUZPGHi7br720 W1QYJ8n6yUCp1Loxp+THKw== 0000897069-96-000022.txt : 19960208 0000897069-96-000022.hdr.sgml : 19960208 ACCESSION NUMBER: 0000897069-96-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960207 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40512 FILM NUMBER: 96512134 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: SPILLER JONATHAN M CENTRAL INDEX KEY: 0001006386 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 112646539 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 191 NASSAU PLACE RD CITY: YULEE STATE: FL ZIP: 32097 BUSINESS PHONE: 9042614035 MAIL ADDRESS: STREET 1: 191 NASSAU PLACE RD CITY: YULEE STATE: FL ZIP: 32097 SC 13D/A 1 JONATHAN SPILLER 13D AMDT. OMB Approval OMB 3235-0145 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMERICAN BODY ARMOR & EQUIPMENT, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 024635 203 (CUSIP Number) Carol T. Burke, P. O. Box 1769, Fernandina Beach, FL 32035-1769 (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 [_]. (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). Page 1 of 4 Pages SEC 1746 (9-82) 13D CUSIP NO. 024635 203 Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jonathan M. Spiller 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING PURSUANT TO ITEMS 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON* *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 to Schedule 13D relates to the Schedule 13D, dated January 26, 1996 (the "Schedule 13D") filed by Jonathan M. Spiller in connection with the shares of common stock, par value $.03 per share (the "Common Stock"), of American Body Armor & Equipment, Inc., a Florida corporation (the "Company"), that are deemed to be beneficially owned by Mr. Spiller. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Schedule 13D. This Amendment No. 1 to Schedule 13D amends the Schedule 13D by adding to the disclosure contained in Items 6 and 7 of the Schedule 13D the following additional information. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Pursuant to the terms of a letter agreement, dated January 18, 1996 (the "Letter Agreement"), Mr. Spiller has agreed that he will not, directly or indirectly, without the prior written consent of Buyer, offer to sell, sell, grant any options for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of Common Stock of the Company or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock of the Company or dispose of any beneficial interest therein for a period of three years from January 18, 1996, except as provided in such Letter Agreement, a copy of which is attached hereto as Exhibit 1, and incorporated herein by reference as though fully set forth herein. Item 7. Material to be filed as Exhibits 1. Letter Agreement, dated January 18, 1996 of Jonathan M. Spiller. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 6, 1996 /s/ Jonathan M. Spiller Jonathan M. Spiller EX-1 2 EXHIBIT 1 January 18, 1996 Kanders Florida Holdings, Inc. 85 Nassau Place Yulee, Florida 32097 Gentlemen: The undersigned is a stockholder, director and officer of American Body Armor & Equipment, Inc., a Florida corporation (the "Company"), and is desirous of facilitating the proposed purchase by Kanders Florida Holdings, Inc. (the "Purchaser") of a controlling interest in the Company. In order to facilitate the aforesaid transaction, the undersigned hereby agrees that the undersigned will not, directly or indirectly, without the prior written consent of the Purchaser, offer to sell, sell, grant any option for the sale of, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any shares of common stock, par value $.03 per share, of the Company (the "Common Stock") or securities convertible into, exercisable or exchangeable for or evidencing any right to purchase or subscribe for any shares of Common Stock (either pursuant to Rule 144 of the Securities Act of 1933, as amended or otherwise) or dispose of any beneficial interest therein for a period of three years from the date hereof, subject, however, to the rights granted to the undersigned under the Employment Agreement, dated the date hereof, between the Company and the undersigned, to sell such securities prior to the expiration of such three-year period. In furtherance of the foregoing, the undersigned hereby delivers to you in pledge all certificates representing shares of Common Stock, options and other securities of the Company, including shares of the Company's preferred stock, stated value $1.00 per share, that are owned by the undersigned, to be held by you during the term herein provided. Very truly yours, /s/ Jonathan M. Spiller Jonathan M. Spiller -----END PRIVACY-ENHANCED MESSAGE-----