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) June 21, 2004
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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
incorporation) Identification No.)
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 5. Other Events
The Company has determined that, in connection with its proposed
amendment to increase, by 4,000,000 shares, the total number of shares of common
stock that may be awarded under the 2002 Stock Incentive Plan, the Company will
not issue more than 2,000,000 of the 4,000,000 additional shares of common stock
that may be awarded under its 2002 Stock Incentive Plan, as proposed to be
amended, without further shareholder approval.
The Company has further determined that Nicholas Sokolow, a director of
the Company, and the law firm of which he is a partner will not receive any
compensation from and after the date hereof so long as Mr. Sokolow is a member
of the Compensation Committee and/or the Nominating/Corporate Governance
Committee of the Board of Directors of the Company, other than compensation paid
to Mr. Sokolow directly, solely in his capacity as a director of the Company,
and that the Company does not intend at this time to retain the services of the
law firm of which Mr. Sokolow is a partner from and after the date hereof so
long as Mr. Sokolow is a member of the Compensation Committee and/or the
Nominating/Corporate Governance Committee of the Board of Directors of the
Company.
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: June 21, 2004
ARMOR HOLDINGS, INC.
By /s/ Phil Baratelli
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Name: Phil Baratelli
Title: Corporate Controller and Treasurer