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) November 26, 2003
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Armor Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250
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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 2. Acquisition or Disposition of Assets
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On November 26, 2003, we sold our division relating to security
services and consulting (the "Services Division") to ArmorGroup International
Limited, a newly formed company owned by a group of private investors led by
Granville Baird Capital Partners and certain members of the management team of
the Services Division (collectively, the "Purchasers"). We previously had
announced our intent to divest the Services Division in our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2002, and on Form 10-K for
fiscal year ended December 31, 2002. The sale was consummated pursuant to a
Purchase and Sale Agreement dated November 26, 2003, among us, Armor Group
Limited Partnership, Armor Holdings Mobile Security, L.L.C., Armor Group
Services, L.L.C. and ArmorGroup International Limited (the "Purchase Agreement")
and the documents referred to therein, including without limitation a Tax Deed
dated November 26, 2003, by and among us, ArmorGroup International, Inc., and
ArmorGroup (UK) Limited (the "Tax Deed"). Pursuant to the Purchase Agreement we
and some of our subsidiaries sold all of the capital stock of each of the
following companies: ArmorGroup North America, Inc., The Parvus Company, Armor
Group Gabon SA, Armor Group (Asia Pacific) Co. Ltd. (Thailand), O'Gara Security
Associates, Inc. In connection with the sale, we and certain of our subsidiaries
transferred pursuant to the Purchase Agreement certain intangible property and
contract rights relating to the Services Division. The purchase price for the
Services Division was $33,660,000, of which $31,360,000 was payable in cash
delivered at closing and $2,300,000 is payable in periodic installments through
November 25, 2004 pursuant to a Promissory Note made by Armor Holdings Limited
in favor of us dated November 26, 2003 (the "Note"). The total consideration
payable was determined based on arm's length negotiations between us and the
Purchasers.
Copies of the Purchase Agreement, Tax Deed and Note are attached to
this report as Exhibits 10.1, 10.2 and 10.3 respectively, and are incorporated
herein by reference as though fully set forth herein. The foregoing summary
description of the Purchase Agreement, Tax Deed and Note and the transactions
contemplated thereby is not intended to be complete and is qualified in its
entirety by the complete text of the Purchase Agreement, the Tax Deed and the
Note.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
The following Exhibits are hereby filed as part of this
Current Report on Form 8-K:
Exhibit 10.1 Purchase and Sale Agreement dated November
26, 2003, among Armor Holdings, Inc., Armor
Group Limited Partnership, Armor Holdings
Mobile Security, L.L.C., Armor Group
Services, L.L.C. and ArmorGroup
International Limited
Exhibit 10.2 Tax Deed dated November 26, 2003, by and
among Armor Holdings, Inc., ArmorGroup
International, Inc., and ArmorGroup (UK)
Limited (the "Tax Deed").
Exhibit 10.3 Promissory Note made by Armor Holdings
Limited in favor of Armor Holdings, Inc.,
dated November 26, 2003
Exhibit 99.1 Press Release, dated November 26, 2003
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 11, 2003
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
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Name: Robert R. Schiller
Title: Chief Operating Officer,
Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit No. Item
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10.1 Purchase and Sale Agreement dated November 26, 2003, among
Armor Holdings, Inc., Armor Group Limited Partnership, Armor
Holdings Mobile Security, L.L.C., Armor Group Services, L.L.C.
and ArmorGroup International Limited
10.2 Tax Deed dated November 26, 2003, by and among Armor Holdings,
Inc., ArmorGroup International, Inc., and ArmorGroup (UK)
Limited (the "Tax Deed").
10.3 Promissory Note made by Armor Holdings Limited in favor of
Armor Holdings, Inc., dated November 26, 2003
99.1 Press Release dated November 26, 2003