-----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, BX9LtwC5NTIpInlebQ2ZKnRnJvwvKwG4aFaEr/nqbFTtNNcmBF6jhMDr6YBeNyMV RCQc0TxWMKI2R1H8fEi0xA== 0000950136-01-502092.txt : 20020413 0000950136-01-502092.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950136-01-502092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011218 GROUP MEMBERS: WARREN B. KANDERS 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/A BUSINESS ADDRESS: STREET 1: 191 NASSAU PLACE ROAD CITY: YULSE STATE: FL ZIP: 32097 BUSINESS PHONE: 9042614035 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARMOR HOLDINGS INC CENTRAL INDEX KEY: 0000845752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 593392443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40512 FILM NUMBER: 1816690 BUSINESS ADDRESS: STREET 1: 1400 MARSH LANDING PARKWAY STREET 2: SUITE 112 CITY: JACKSONVILLE STATE: FL ZIP: 32250 BUSINESS PHONE: 9047415600 MAIL ADDRESS: STREET 1: 1400 MARSH LANDING PARKWAY STREET 2: SUITE 112 CITY: JACKSONVILLE STATE: FL ZIP: 32250 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BODY ARMOR & EQUIPMENT INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 file001.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 5)* Armor Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 042260109 - -------------------------------------------------------------------------------- (CUSIP Number) Kanders Florida Holdings, Inc. Robert L. Lawrence, Esq. Warren B. Kanders Kane Kessler, P.C. c/o Armor Holdings, Inc. 1350 Avenue of the Americas, 1400 Marsh Landing Parkway 26th Floor Jacksonville, FL 32250 New York, NY 10019 (904) 741-5400 (212) 541-6222 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 2001 - -------------------------------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. *The remainder of this cover page shall be filed 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). SCHEDULE 13D CUSIP NO. 042260109 Page 2 of 5 Pages --- --- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Kanders Florida Holdings, Inc. - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |X| - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 n/a - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) |_| 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 2,127,355 -------------------------------------------------------- NUMBER OF SHARED VOTING POWER SHARES 8 BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH REPORTING SOLE DISPOSITIVE POWER PERSON 9 WITH 2,127,355 -------------------------------------------------------- SHARED DISPOSITIVE POWER 10 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,127,355 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.9% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 042260109 Page 3 of 5 Pages --- --- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1 Warren B. Kanders - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) |_| (b) |X| - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 n/a - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 212,500 -------------------------------------------------------- NUMBER OF SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 2,127,355 EACH --------------------------------------------------------- REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 212,500 -------------------------------------------------------- SHARED DISPOSITIVE POWER 10 2,127,355 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,339,855 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.6% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! The Schedule 13D filed January 29, 1996, as amended by: Amendment No. 1 filed December 31, 1996, Amendment No. 2 filed August 21, 1997, Amendment No. 3 filed May 19, 1999, and Amendment No. 4 filed March 28, 2001 (the "Schedule 13D") filed by Kanders Florida Holdings, Inc. ("KFH") and Warren B. Kanders in connection with the shares of common stock, par value $.01 per share (the "Common Stock"), of Armor Holdings, Inc., a Delaware corporation (the "Company") is hereby amended by this Amendment No. 5 to Schedule 13D as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER KFH is the owner of 2,127,355 shares of Common Stock. On December 10, 2001, KFH sold 838,000 shares of Common Stock in connection with the Company's underwritten public offering (the "Offering") of an aggregate of 7,015,000 shares of Common Stock at an offering price of $22.00 per share. In connection with such offering, the Company sold 5,765,000 shares of Common Stock and certain selling stockholders, including KFH, sold 1,250,000 shares of Common Stock. 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 shares of Common Stock owned by KFH. Mr. Kanders holds options to purchase 212,500 shares of the Company's Common Stock. Mr. Kanders has the sole power to vote and dispose of all shares of Common Stock issuable upon exercise of such option. Mr. Kanders, the President, sole director and sole stockholder of KFH, may be deemed to be the beneficial owner of the shares of Common Stock that are owned by KFH and may be deemed to share the power to vote or direct the vote and the power to dispose or direct the disposition of the Common Stock owned by KFH. The 2,339,855 shares of Common Stock collectively owned by KFH and Mr. Kanders constitute approximately 7.6% of the outstanding shares of Common Stock of the Company. The 2,127,355 shares of Common Stock of the Company that are owned by KFH constitute approximately 6.9% of the outstanding shares of Common Stock of the Company. The 212,500 shares of Common Stock issuable upon exercise of the option held by Mr. Kanders constitute approximately 0.7% of the outstanding shares of Common Stock of the Company. The percentage of shares of Common Stock reported beneficially owned by each of the persons referred to herein is based upon 30,655,321 shares outstanding as of December 10, 2001. Except as provided herein, there have been no transactions in the shares of Common Stock in the past 60 days by KFH or Mr. Kanders. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER In connection with the sale by KFH of 838,000 shares of Common Stock in the Offering, KFH and Mr. Kanders entered into a lock-up agreement (the "Underwriters' Lock-Up Agreement") with Merrill Lynch& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Bear, Stearns & Co., Inc. ("Bear Stearns"), and First Union Securities, Inc. ("First Union"), as representatives of the several underwriters, pursuant to which KFH and Mr. Kanders agreed that during a period of 90 days from December 4, 2001, they would not, subject to certain exceptions, transfer any shares of Common Stock owned by them (or, directly or indirectly, enter into certain other transaction with similar economic consequences) without the prior written consent of Merrill Lynch. A copy of the form of Underwriters' Lock-Up Agreement is attached as Exhibit 99.1 hereto. Mr. Kanders, as Chairman of the Board of Directors of the Company, and the other directors of the Company entered into a lock-up agreement (the "Director Lock-Up Agreement") with the Company. Pursuant to such Director Lock-Up Agreement, Mr. Kanders agreed that until the next annual meeting of the Company's stockholders, he would not, subject to certain exceptions, transfer any shares of Common Stock owned by him (or, directly or indirectly, enter into certain other transaction with similar economic consequences) without the prior written consent of Chairman of the Board of Directors of the Company. A copy of the form of Director Lock-Up Agreement is attached as Exhibit 99.2 hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A copy of the form of Underwriters' Lock-Up Agreement is attached as Exhibit 99.1 hereto. A copy of the form of Director Lock-Up Agreement is attached as Exhibit 99.2 hereto. SIGNATURES 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. KANDERS FLORIDA HOLDINGS, INC. By: /s/ Warren B. Kanders -------------------------- Warren B. Kanders President /s/ Warren B. Kanders -------------------------- Warren B. Kanders EX-99.1 3 file002.txt FORM OF UNDERWRITERS' LOCK-UP AGREEMENT December 4, 2001 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc. First Union Securities, Inc. as Representative(s) of the several Underwriters to be named in the within-mentioned Purchase Agreement c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Re: Proposed Public Offering by Armor Holdings Inc. ----------------------------------------------- Dear Sirs: The undersigned, Warren B. Kanders, a director of Armor Holdings, Inc., a Delaware corporation (the "Company"), together with Kanders Florida Holdings, Inc., a stockholder of the company, understand that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") Bear, Stearns & Co. Inc. ("Bear Stearns"), and First Union Securities, Inc. ("First Union") propose to enter into a Purchase Agreement (the "Purchase Agreement") with the Company and the Selling Shareholders providing for the public offering of shares (the "Securities") of the Company's common stock, par value $0.01 per share (the "Common Stock"). In recognition of the benefit that such an offering will confer upon the undersigned, Warren B. Kanders, as a director of the Company, and Kanders Holdings, Inc., as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, other than pursuant to the (i) Purchase Agreement, (ii) receipt of stock options from the Company, or (iii) exercise of the Company's stock options (but not sale of shares underlying such options), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned have or hereafter acquire the power of disposition, or file any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, the restrictions of this letter agreement shall not be applicable for up to an aggregate of 15,000 shares of Common Stock, which the undersigned will be permitted to transfer by gift; provided, however, that any transferee shall enter into a letter agreement with restrictions on the sale and disposition of such Common Stock substantially identical to the provisions hereof. Very truly yours, Signature: --------------------------- Print Name: Warren B. Kanders Kanders Florida Holdings, Inc. Signature: --------------------------- By: Warren B. Kanders EX-99.2 4 file003.txt FORM OF DIRECTOR LOCK-UP AGREEMENT December 10, 2001 Armor Holdings, Inc. 1400 Marsh Landing Parkway, Suite 112 Jacksonville, FL 32250 Re: Lock-Up Agreement ----------------- Dear Sirs: The undersigned, Warren B. Kanders, a director of Armor Holdings, Inc., a Delaware corporation (the "Company"), in recognition of the benefit that this letter agreement will confer upon the Company and undersigned, as a director and/or stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Company that from the date hereof until the date of the Company's 2002 annual meeting of stockholders, the undersigned will not, without the prior written consent of the Chairman of the Board of Directors of the Company, directly or indirectly, other than pursuant to the (i) currently proposed public offering of the Company's common stock, par value $.01 per share (the "Common Stock"), (ii) receipt of stock options from the Company, or (iii) exercise of the Company's stock options (but not sale of shares underlying such options), (x) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or cause to be filed any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Very truly yours, ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----