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
----------------
Armor Holdings, Inc.
--------------------
(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
------------------------------- ------------------------ ---------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250
------------------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5400
--------------
------------------------------------------
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
------------------------------------
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. A copy of the press release
announcing the consummation of the merger is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of the Business Acquired
Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the
financial statements of Simula required to be filed under paragraph (a)
of this Item 7 will be filed as soon as practicable, but not later than
required by Item 7 of Form 8-K.
(b) Pro Forma Financial Information
Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the pro
forma financial information required to be filed under paragraph (b) of
this Item 7 will be filed as soon as practicable, but not later than
required by Item 7 of Form 8-K.
1
(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,
Inc. (incorporated herein by reference to
Appendix A of Registrant's Registration
Statement on Form S-4 filed on September 23,
2003).
Exhibit 99.1 Press Release, dated December 10, 2003.
2
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
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
--------------------------
Name: Robert R. Schiller
Title: Chief Operating Officer,
Chief Financial Officer
and Secretary
3
EXHIBIT INDEX
Exhibit No. Item
----------- ----
99.1 Press Release dated December 10, 2003.
4