pos_am-b.htm
 
 
As Filed with the Securities and Exchange Commission on July 31, 2007
Post-Effective Amendment No. 2 to Registration Statement on Form S-3 (Registration No. 333-113834)
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ____________________
 
Post-Effective Amendment No. 2
To Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 ____________________
 
ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
 
52-3392443
(I.R.S. Employer Identification No.)
 
13386 International Parkway
Jacksonville, Florida 32218
(Address of Principal Executive Offices)
 ____________________
 
(For Co-Registrants, please see "Table of Co-Registrants" on the following page)
____________________
 
Walter P. Havenstein
Principal Executive Officer and Director
Armor Holdings, Inc.
13386 International Parkway
Jacksonville, Florida 32218
(904)  741-5400
 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Sheila C. Cheston
Senior Vice President, General Counsel and Secretary
BAE Systems, Inc.
1601 Research Boulevard
Rockville, Maryland 20850
(301) 838-6000
 
 
2
 
 
TABLE OF CO-REGISTRANTS
 
 
Name
State or Other Jurisdiction of
Formation
I.R.S. Employer Identification
Number
911EP, Inc.
Delaware
13-4213473
Armor Holdings Aerospace & Defense, Inc. (f/k/a AHI Bulletproof Acquisition Corp.)
Delaware
05-0592796
AHI Properties I, LLC (f/k/a AHI Properties I, Inc.)
Delaware
01-0718252
AI Capital Corp.*
Arizona
86-0768865
Armor Brands, Inc.  
Delaware
80-0051043
ArmorGroup Services, LLC*
Delaware
52-2295786
Armor Holdings Forensics, L.L.C. (f/k/a Armor Holdings Forensics, Inc.)
Delaware
59-3678749
Armor Holdings GP, LLC 
Delaware
59-3678751
Armor Holdings LP, LLC
Delaware
59-3678750
Armor Holdings Mobile Security, L.L.C.
Delaware
 59-3753134
Armor Holdings Payroll Services, LLC 
Delaware
42-1563404
Armor Holdings Products, L.L.C. (f/k/a Armor Holdings Products, Inc.)
Delaware
 59-2044869
Armor Holdings Properties, Inc.
Delaware
59-3410197
Armor Safety Products Company
Delaware
43-1960312
ASD Capital Corp.*
Arizona
86-0789385
B-Square, Inc.*
Texas
75-2508507
Break-Free Armor Corp.*
Delaware
05-0592799
Break-Free, Inc.*
Delaware
33-0367696
Casco International, Inc.*
New Hampshire
02-0361726
CCEC Capital Corp. *
Arizona
 86-0763929
CDR International, Inc.
Delaware
56-2010802
Defense Technology Corporation of America
Delaware
83-0318312
Hatch Imports, Inc.
California
 95-2497492
Identicator, Inc.*
Delaware
59-3756251
International Center for Safety Education, Inc.*
Arizona
86-0787589
Monadnock Lifetime Products, Inc.
Delaware
02-0528875
Monadnock Lifetime Products, Inc.
New Hampshire
02-0303656
Monadnock Police Training Council, Inc.*
New Hampshire
02-0423584
NAP Properties, Ltd.
California
95-4230863
NAP Property Managers, LLC
California
33-0755818
Network Audit Systems, Inc.*
Delaware
16-1558713
New Technologies Armor, Inc.
Delaware
93-1221356
ODV Holdings Corp.*
Delaware
81-0644583
Centigon USA, LLC (f/k/a O'Gara-Hess & Eisenhardt Armoring Company, L.L.C.)
Delaware
31-1258139
 
 
3

 
Pro-Tech Armored Products of Massachusetts, Inc.
Massachusetts
 04-2989918
Ramtech Development Corp*
Delaware
05-0592801
Safari Land Ltd., Inc.
California
95-2291390
Safariland Government Sales, Inc.
California
 33-0798807
SAI Capital Corp.*
Arizona
86-0772587
Simula Aerospace & Defense Group, Inc.
Arizona
 86-0742551
Simula, Inc.
Arizona
86-0320129
Simula Polymers Systems, Inc.*
Arizona
86-0979231
Simula Technologies, Inc.*
Arizona
86-0842935
Simula Transportation Equipment Corporation*
Arizona
86-0742552
Speedfeed Acquisition Corp.*
Delaware
03-0419829
The O'Gara Company*
Ohio
31-1726886
     
The name, address, including zip code, and telephone number of the agent for service of process of these entities is Walter B. Havenstein at 13386 International Parkway, Jacksonville, Florida 32218, telephone number (904) 741-5400.

*These entities were originally parties to the registration statement, but no longer exist or are no longer owned by Armor Holdings, Inc. or its direct or indirect subsidiaries. See the Explanatory Note under “Deregistration of Securities”.
 
 
4
 
 
Deregistration of Securities

Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, Armor Holdings, Inc. (the “Company”) hereby withdraws from registration under this Post-Effective Amendment No. 2 any and all debt securities, shares of Preferred Stock, par value $0.01 per share, shares of Common Stock, par value $0.01 per share, debt and equity warrants and guarantees of debt securities of the Company (the “Securities”) originally registered under the Registration Statement on Form S-3 (File No. 333-113834) which have not been issued.  Following the merger of the Company with Jaguar Acquisition Sub Inc., a wholly owned subsidiary of BAE Systems, Inc., such Securities will not be issued or sold.
 
Explanatory note: Certain of the co-registrants are no longer in existence or are no longer owned by the Company or its direct or indirect subsidiaries. This Post-Effective Amendment is being signed by the Company and the remaining co-registrants on behalf of all registrants.
 
 
5
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Armor Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland, on the 31st day of July, 2007.
 
ARMOR HOLDINGS, INC.
 
By:
 
               /s/ Walter P. Havenstein 
 
Name:  Walter P. Havenstein
  Title:    Principal Executive Officer and Director 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Walter P. Havenstein
Principal Executive Officer and Director
July 31, 2007
Name: Walter P. Havenstein
    
     
                /s/ Robert T. Murphy
Principal Financial Officer
July 31, 2007
Name: Robert T. Murphy
    
     
                /s/ Gary C. Slack
Principal Accounting Officer
July 31, 2007
Name: Gary C. Slack
    
     
                /s/ Sheila C. Cheston
Director
July 31, 2007
Name: Sheila C. Cheston
    
 
 
6
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) to be signed on their behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
911EP, INC.
ARMOR SAFETY PRODUCTS COMPANY
DEFENSE TECHNOLOGY CORPORATION OF AMERICA
MONADNOCK LIFETIME PRODUCTS, INC. (DE)
MONADNOCK LIFETIME PRODUCTS, INC. (NH)
PRO-TECH ARMORED PRODUCTS OF MASSACHUSETTS, INC.
SAFARILAND GOVERNMENT SALES, INC.
SAFARI LAND LTD, INC.
 
By:
 
               /s/ Scott O’Brien                    
 
Name:   Scott O’Brien
  Title:     President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn Heiar
Director
July 31, 2007
Name: Glenn Heiar
    
     
                /s/ Scott O’Brien
Director and President (Principal Executive Officer)
July 31, 2007
Name: Scott O’Brien
    
     
              /s/ Ian Graham     Director
   July 31, 2007
    Name: Ian Graham    
     
                /s/ Mark Williams
Treasurer (Principal Financial Officer)
July 31, 2007
Name: Mark Williams
    
 
 
7
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
AHI PROPERTIES I, LLC (f/k/a AHI PROPERTIES I, INC.)
 
By:
 
                     /s/ Glenn Heiar                         
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn J. Heiar
Manager and President (Principal Executive Officer)
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ Ian Graham
Manager and Vice President
July 31, 2007
Name: Ian Graham
    
     
                /s/ Ken Fredericks
Manager
July 31, 2007
Name: Ken Fredericks
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
 
 
8
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR BRANDS, INC.
 
By:
 
                     /s/ Glenn Heiar                         
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn J. Heiar
President and Director (Principal Executive Officer)
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ H. Douglas Goforth
Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
     
                /s/ Ian Graham
Director
July 31, 2007
Name: Ian Graham
    
     
                /s/ Ken Fredericks
Director
July 31, 2007
Name: Ken Fredericks
    
     
 
 
9
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS FORENSICS, L.L.C. (f/k/a ARMOR HOLDINGS FORENSICS, INC.)
 
By:
 
                     /s/ Scott O’Brien                         
 
Name:  Scott O’Brien
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Scott O’Brien
Manager and President (Principal Executive Officer)
July 31, 2007
Name: Scott O’Brien
    
     
                /s/ Glenn Heiar
Manager
July 31, 2007
Name: Glenn Heiar
    
     
                /s/ Ian Graham
Manager, Vice President and Secretary
July 31, 2007
Name: Ian Graham
    
     
                /s/ Mark Williams
Treasurer (Principal Financial Officer)
July 31, 2007
Name: Mark Williams
    
     
 
 
10
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS GP, LLC
 
By:
 
                     /s/ Glenn Heiar                         
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn J. Heiar
Manager and President (Principal Executive Officer)
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ Ian Graham
Manager, Vice President and Secretary
July 31, 2007
Name: Ian Graham
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
     
                /s/ Ken Fredericks     Manager                        July 31, 2007
   Name: Ken Fredericks    
 
 
11
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS LP, LLC
 
By:
 
                         *                              
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                                    *
Manager and President (Principal Executive Officer)
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
     
                /s/ Ken Fredericks
Manager
July 31, 2007
Name: Ken Fredericks
    
     
                /s/ Ian Graham     Manager
July 31, 2007 
    Name:  Ian Graham    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact
 
 
12
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS MOBILE SECURITY, L.L.C.
 
By:
 
                     /s/ Gary Allen                        
 
Name:  Gary Allen
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Gary Allen
Manager and President (Principal Executive Officer)
July 31, 2007
Name: Gary Allen
    
     
                /s/ John Belza
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: John Belza
    
     
                /s/ Ian Graham     Manager
                       July 31, 2007 
    Name: Ian Graham    
     
                /s/ Glenn Heiar     Manager
                   July 31, 2007
    Name: Glenn Heiar    
 
 
13
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS PAYROLL SERVICES, LLC
 
By:
 
                         *                              
 
Name:  Glenn Heiar
  Title:    Manager 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                                    *
Manager
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ Scott O’Brien
Manager
July 31, 2007
Name: Scott O’Brien
    
     
                /s/ Ian Graham
Manager
July 31, 2007
Name: Ian Graham
    
     
               /s/ Mark Williams     Vice President and Treasurer (Principal Financial Officer) 
                       July 31, 2007
   Name: Mark Williams    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact
 
 
14
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS PRODUCTS, L.L.C. (f/k/a ARMOR HOLDINGS PRODUCTS, INC.)
 
By:
 
                     /s/ Scott O’Brien                         
 
Name:  Scott O’Brien
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Scott O’Brien
Manager and President (Principal Executive Officer)
July 31, 2007
Name: Scott O’Brien
    
     
                /s/ Glenn Heiar
Manager
July 31, 2007
Name: Glenn Heiar
    
     
                /s/ Ian Graham
Manager, Vice President and Secretary
July 31, 2007
Name: Ian Graham
    
     
                /s/ Mark Williams    Treasurer (Principal Financial Officer)
   July 31, 2007
    Name: Mark Williams    
 
 
15
 
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS PROPERTIES, INC.
 
By:
 
                        *                                          
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                                    *
Director and President (Principal Executive Officer)
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ Ian Graham
Director, Vice President and Secretary
July 31, 2007
Name: Ian Graham
    
     
                /s/ Ken Fredericks
Director
July 31, 2007
Name: Ken Fredericks
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact
 
 
16
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
CDR INTERNATIONAL, INC.
 
By:
 
                         *                              
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                                    *
Director and President (Principal Executive Officer)
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
     
                /s/ Ian Graham     Manager                        July 31, 2007
    Name: Ian Graham    
     
                /s/ Ken Fredericks     Manager                        July 31, 2007
    Name: Ken Fredericks    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact
 
 
17
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
NAP PROPERTIES, LTD.
 
By: NAP Property Managers, LLC, as General Partner
 
By: Armor Holdings Properties, Inc., as Managing Member
 
By:
 
                     /s/ Glenn Heiar                         
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn J. Heiar
Director and President of Armor Holdings
July 31, 2007
Name: Glenn J. Heiar
Properties, Inc., Managing Member of
General Partner of NAP Properties, Ltd.
(Principal Executive Officer) 
  
     
                /s/ Ian Graham
Director
July 31, 2007
Name: Ian Graham
    
     
                /s/ Ken Fredericks
Director
July 31, 2007
Name: Ken Fredericks
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
 
 
18

 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
NAP PROPERTY MANAGERS, LLC
 
By: Armor Holdings Properties, Inc., as Managing Member
 
By:
 
                     /s/ Glenn Heiar                         
 
Name:  Glenn Heiar
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn J. Heiar
Director and President of Armor Holdings
July 31, 2007
Name: Glenn J. Heiar
Properties, Inc., Managing Member of NAP
Property Managers, LLC (Principal
Executive Officer) 
  
     
                /s/ Ian Graham
Director
July 31, 2007
Name: Ian Graham
    
     
                /s/ Ken Fredericks
Director
July 31, 2007
Name: Ken Fredericks
    
     
                /s/ H. Douglas Goforth
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: H. Douglas Goforth
    
 
 
19
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
NEW TECHNOLOGIES ARMOR, INC.
 
By:
 
                     /s/ Scott O’Brien                        
 
Name:  Scott O’Brien
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Scott O’Brien
Director and President (Principal Executive Officer)
July 31, 2007
Name: Scott O’Brien
 
  
     
             *
Director
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ Ian Graham
Director, Vice President and Secretary
July 31, 2007
Name: Ian Graham
    
     
                /s/ Mark Williams
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: Mark Williams
    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact
 
 
20
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
CENTIGON USA, LLC (f/k/a O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C.)
 
By:
 
                     /s/ Gary Allen                       
 
Name:  Gary Allen
  Title:    President and Manager
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Glenn J. Heiar
Manager
July 31, 2007
Name: Glenn J. Heiar
 
  
     
                /s/ Gary Allen
Manager, President (Principal Executive Officer)
July 31, 2007
Name: Gary Allen
    
     
                /s/ Ian Graham
Manager, Vice President and Secretary
July 31, 2007
Name: Ian Graham
    
     
                /s/ John Belza
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: John Belza
    
 
 
21
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entities below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) to be signed on their behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
ARMOR HOLDINGS AEROSPACE & DEFENSE, INC. (f/k/a AHI BULLETPROOF ACQUISITION CORP.)
SIMULA AEROSPACE & DEFENSE GROUP, INC.
SIMULA, INC.
 
By:
 
                         *                              
 
Name:  Robert Mecredy
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                                    *
Director and President (Principal Executive Officer)
July 31, 2007
Name: Robert Mecredy
 
  
     
                                    *
Director
July 31, 2007
Name: Glenn J. Heiar
    
     
                /s/ John Richter
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: John Richter
    
     
                /s/ Ian Graham     Director and Vice President                        July 31, 2007
   Name: Ian Graham    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact
 
 
22
 
 
Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the entity listed below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-113834) to be signed on its behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida, on the 31st day of July, 2007.
 
HATCH IMPORTS, INC.
 
By:
 
                     /s/ Scott O’Brien                        
 
Name:  Scott O’Brien
  Title:    President 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-113834) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Scott O’Brien
Director and President (Principal Executive Officer)
July 31, 2007
Name: Scott O’Brien
 
  
     
                                    *
Director
July 31, 2007
Name: Glenn J. Heiar
    
     
                                    *
Vice President and Treasurer (Principal Financial Officer)
July 31, 2007
Name: Mark Williams
    
     
                /s/ Ian Graham     Director and Vice President                        July 31, 2007
    Name: Ian Graham    
 
*By:
 
          /s/ Robert R. Schiller                    
 
Name:   Robert R. Schiller
  Title:     Attorney-in-fact