UNITED STATES 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): JANUARY 14, 2005 -------------------------- ARMOR HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------------------- DELAWARE 0-18863 59-3392443 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION IDENTIFICATION NO.) 1400 MARSH LANDING PARKWAY, 32250 JACKSONVILLE, FLORIDA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (904) 741-5400 N/A (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) -------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01 - Entry into a Material Definitive Agreement. ------------------------------------------ Warren B. Kanders Employment Agreement -------------------------------------- Armor Holdings, Inc. (the "Company") and Warren B. Kanders, the Company's Chief Executive Officer and Chairman of the Board, are parties to an Employment Agreement dated as of January 1, 2002, as amended pursuant to a letter agreement dated July 26, 2003 and Amendment No. 2 dated as of November 4, 2003. The Company and Mr. Kanders are currently negotiating the terms of a new employment agreement. The Company and Mr. Kanders have agreed that Mr. Kanders' salary component of his compensation package for the performance of his services in his capacity as Chief Executive Officer of the Company shall be increased to $1,000,000 per year for the balance of the term of his existing agreement or, if superseded, for the term of his new agreement. Robert R. Schiller Employment Agreement --------------------------------------- The Company and Robert R. Schiller, the Company's President and Chief Operating Officer, are parties to an Employment Agreement dated as of January 1, 2002, as amended pursuant to an amendment dated as of November 4, 2003, which expired on December 31, 2004. The Company and Mr. Schiller are currently negotiating the terms of a new employment agreement. The Company and Mr. Schiller have agreed that Mr. Schiller's salary component of his compensation package for the performance of his services in his capacity as President and Chief Operating Officer shall be increased to $700,000 per year during the term of such new agreement. 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. ARMOR HOLDINGS, INC. Date: January 14, 2005 By:/s/ Warren B. Kanders -------------------------------- Name: Warren B. Kanders Title: Chief Executive Officer