-----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, OkzCI7LcuyNUQkr/9gi9vnNxBUd2k/UyNXmcLnIHt8y4Z2q1Pag0Y4DkepDfAZB2 AaQ1Z6Dt271MV92gQ1x/5Q== 0000950136-03-003172.txt : 20031223 0000950136-03-003172.hdr.sgml : 20031223 20031223164359 ACCESSION NUMBER: 0000950136-03-003172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMULA INC CENTRAL INDEX KEY: 0000885080 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 860320129 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12410 FILM NUMBER: 031071538 BUSINESS ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6026314005 MAIL ADDRESS: STREET 1: 2700 NORTH CENTRAL AVE STREET 2: STE 1000 CITY: PHOENIX STATE: AZ ZIP: 85004 8-K 1 file001.txt FORM 8-K 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) December 9, 2003 ---------------- Simula, Inc. ------------ (Exact name of registrant as specified in its charter)
Arizona 1-12410 86-0320129 - ----------------------------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
7822 South 46th Street Phoenix, Arizona 85044 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 643-7233 ------------------------------------------- (Former name or former address, if changed since last report.) Item 1. Changes in Control of Registrant -------------------------------- On December 9, 2003, Armor Holdings, Inc., a Delaware corporation ("Armor") completed its acquisition of Simula, Inc., an Arizona corporation ("Simula") pursuant to the Agreement and Plan of Merger dated as of August 29, 2003 by and among Armor, AHI Bulletproof Acquisition Corp., a wholly-owned subsidiary of Armor, and Simula. The consummation of the merger followed the Special Meeting of Shareholders of Simula held on December 5, 2003, at which the requisite shareholder approval was obtained. In the merger, Armor acquired all of the outstanding common stock of Simula and retired a majority of Simula's outstanding indebtedness for $110.5 million in cash. Of this amount, approximately $31 million principal amount of 8% debentures will remain outstanding for approximately 30 days at which time Armor will repay these debentures, plus accrued interest, in their entirety. After payment of 100% of the outstanding indebtedness and transaction expenses, the merger consideration payable to Simula shareholders at closing pursuant to the merger agreement was approximately $43.5 million or approximately $3.21 per share. The source of the funds used in the merger was Armor's working capital, which was derived from proceeds received from its private placement of $150 million aggregate principal amount of 8.25% Senior Subordinated Notes due 2013. Comprehensive information on the merger is set out in Simula's proxy statement dated November 10, 2003, filed with the Securities and Exchange Commission. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. The following Exhibits are hereby filed as part of this Current Report on Form 8-K: Exhibit 2.1 Agreement and Plan of Merger dated as of August 29, 2003 by and among Armor, AHI Bulletproof Acquisition, Corp., and Simula, (incorporated herein by reference to Appendix A of Simula's proxy statement dated November 10, 2003, filed with the Securities and Exchange Commission). 1 SIGNATURES 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. Dated: December 23, 2003 SIMULA, INC. By: /s/ Robert Mecredy ----------------------- Name: Robert Mecredy Title: President 2 -----END PRIVACY-ENHANCED MESSAGE-----