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Monadnock Lifetime Products Inc/DE, et al. – ‘S-4’ on 1/7/04 – EX-99.1

On:  Wednesday, 1/7/04, at 11:33am ET   ·   Accession #:  950136-4-26   ·   File #s:  333-111742, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45

Previous ‘S-4’:  None   ·   Next & Latest:  ‘S-4/A’ on 2/20/04

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/07/04  Monadnock Lifetime Prods Inc/DE   S-4                  107:3.2M                                   Capital Systems 01/FA
          Hatch Imports Inc
          Defense Technology Corp of America
          CDR International Inc
          New Technologies Armor Inc
          Nap Property Managers LLC
          Nap Properties Ltd
          Monadnock Lifetime Products Inc
          Ahi Bulletproff Acquisition Corp
          Speedfeed Acquisition Corp
          Safariland Government Sales Inc
          Safari Land Ltd Inc
          Ramtech Development Corp
          Pro Tech Armored Products of Massachusetts
          O Gara Hess & Eisenhardt Armoring Co LLC
          B Square Inc
          Break Free Inc
          Armor Group Services LLC
          Ai Capital Corp
          Ccec Capital Corp
          Simula Polymers Systems Inc
          Network Audit Systems Inc
          Break Free Armor Corp
          Armor Safety Products Co
          Armor Holdings Properties Inc
          Armor Holdings Products Inc
          Armor Holdings Payroll Services LLC
          Armor Holdings Mobile Security LLC
          Armor Holdings LP LLC
          Armor Holdings GP LLC
          Armor Holdings Forensics Inc
          Armor Brands Inc
          Ahi Properties I Inc
          911 Ep Inc
          Monadnock Police Training Council Inc
          Identicator Inc
          Sai Capital Corp
          Simula Aerospace & Defense Group Inc
          Asd Capital Corp
          Casco International Inc/NH
          Armor Holdings Inc
          International Center for Safety Education Inc
          Simula Transportation Equipment Corp
          Simula Inc
          Simula Technologies Inc
          O Gara Co

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement                               278   1.27M 
 7: EX-3.10     Bylaws of Ahi Properties I, Inc.                      13     79K 
 8: EX-3.11     Certificate of Incorporation & Amendments Thereto      4     45K 
 9: EX-3.12     Bylaws of Ai Capital Corp.                            14     93K 
10: EX-3.13     Certificate of Incorporation of Armor Brands, Inc.     3     47K 
11: EX-3.14     Bylaws of Armor Brands, Inc.                          13     79K 
12: EX-3.15     Certificate of Formation and Amendments of Armor       2     40K 
13: EX-3.16     Operating Agreement of Armorgroup Services, LLC        3     42K 
14: EX-3.17     Certificate of Incorporation and Amendments            6     52K 
15: EX-3.18     Bylaws of Armor Holdings Forensics, Inc.              14     80K 
16: EX-3.19     Certificate of Formation of Armor Holdings Gp, LLC     1     38K 
17: EX-3.20     Amended & Restated Operating Agreement of Armor        4     43K 
18: EX-3.21     Certificate of Formation of Armor Holdings             1     38K 
19: EX-3.22     Amended and Restated Operating Agreement of Armor      4     43K 
20: EX-3.23     Certificate of Formation of Armor Holdings             1     38K 
21: EX-3.24     Operating Agreement of Armor Holdings Mobile          11     72K 
22: EX-3.25     Certificate of Formation of Armor Holdings Payroll     1     38K 
23: EX-3.26     Operating Agreement of Armor Holdings Payroll          4     42K 
24: EX-3.27     Certificate of Incorporation of Armor Holdings         4     48K 
25: EX-3.28     Bylaws of Armor Holdings Products, Inc.               15     83K 
26: EX-3.29     Certificate of Incorporation of Armor Holdings         3     46K 
27: EX-3.30     Bylaws of Armor Holdings Properties, Inc.             15     83K 
28: EX-3.31     Certificate of Incorporation & Amendments Thereto      4     48K 
29: EX-3.32     Bylaws of Armor Holdings Safety Products Company      13     79K 
30: EX-3.33     Certificate of Incorporation and Amendments            5     50K 
31: EX-3.34     Bylaws of Asd Capital Corp.                           14     93K 
32: EX-3.35     Certificate of Incorporation & Amendments              2     41K 
33: EX-3.36     Bylaws of B-Square, Inc.                              21     88K 
34: EX-3.37     Certificate of Incorporation and Amendments            4     48K 
35: EX-3.38     Bylaws of Break Free Armor Corp.                      13     79K 
36: EX-3.39     Certificate of Incorporation and Amendments            9     51K 
37: EX-3.40     Bylaws of Break Free, Inc.                            18     86K 
38: EX-3.41     Certificate of Incorporation of Casco                  2     40K 
39: EX-3.42     Bylaws of Casco International, Inc.                   29    113K 
40: EX-3.43     Certificate of Incorporation and Amendments            5     49K 
41: EX-3.44     Bylaws of Ccec Capital Corp.                          15     94K 
42: EX-3.45     Certificate of Incorporation of Cdr International      2     38K 
43: EX-3.46     Bylaws of Cdr International, Inc.                     15     67K 
44: EX-3.47     Certificate of Incorporation                           3     46K 
45: EX-3.48     Bylaws of Defense Technology Corp. of America         15     83K 
46: EX-3.49     Articles of Incorporation                             10     56K 
 2: EX-3.5      Certificate of Incorporation of 911 Ep, Inc.           4     48K 
47: EX-3.50     Bylaws of Hatch Imports, Inc.                         13     65K 
48: EX-3.51     Certificate of Incorporation of Identicator, Inc.      4     48K 
49: EX-3.52     Bylaws of Identicator, Inc.                           13     79K 
50: EX-3.53     Cert. of Incorporation of International Center         3     44K 
51: EX-3.54     Bylaws of Intl Center for Safety                      16     94K 
52: EX-3.55     Certificate of Incorporation of Monadnock              3     46K 
53: EX-3.56     Bylaws of Monadnock Lifetime Products, Inc. (De)      13     80K 
54: EX-3.57     Articles of Incorporation of Monadnock Police          6     49K 
55: EX-3.58     Bylaws of Monadnock Police Training Council, Inc.     29    113K 
56: EX-3.59     Certificate of Limited Partnership & Amendments       13±   102K 
 3: EX-3.6      Bylaws of 911 Ep, Inc.                                13     79K 
57: EX-3.60     Limited Partnership Agreement & Amendments Thereto    67    195K 
58: EX-3.61     Articles of Organization of Nap                        2±    45K 
59: EX-3.62     Operating Agreement and Amendments Thereto of Nap     33    140K 
60: EX-3.63     Certificate of Incorporation of Monadnock Lifetime     4     45K 
61: EX-3.64     Bylaws of Monadnock Lifetime Products, Inc. (Nh)      29    113K 
62: EX-3.65     Cert. of Incorporation of Network Audit                5     52K 
63: EX-3.66     Bylaws of Network Audit Systems, Inc.                 13     80K 
64: EX-3.67     Cert. of Incorporation & Amendments Thereto            4     48K 
65: EX-3.68     Bylaws                                                13     79K 
66: EX-3.69     Certificate of Formation of O'Gara-Hess                5     48K 
 4: EX-3.7      Certificate of Incorporation of Ahi Bulletproof        3     46K 
67: EX-3.70     Operating Agreement of O'Gara-Hess                    11     71K 
68: EX-3.71     Cert. of Incorporation of Pro-Tech Armored             5     51K 
69: EX-3.72     Bylaws of Pro-Tech Armored Products                   26     77K 
70: EX-3.73     Certificate of Incorporation and Amendment             5     52K 
71: EX-3.74     Bylaws of Ramtech Development Corp.                   13     79K 
72: EX-3.75     Amended and Restated Articles of Incorporation        11     53K 
73: EX-3.76     Bylaws of Safari Land Ltd., Inc.                      27    106K 
74: EX-3.77     Certificate of Incorporation of Safariland             1     38K 
75: EX-3.78     Bylaws of Safariland Government Sales, Inc.           22    137K 
76: EX-3.79     Certificate of Incorporation of Sai Capital Corp.      6     54K 
 5: EX-3.8      Bylaws of Ahi Bulletproof Acquisition Corp.           13     79K 
77: EX-3.80     Bylaws of Sai Capital Corp.                           15     94K 
78: EX-3.81     Certificate of Incorporation                           5     51K 
79: EX-3.82     Bylaws of Simula Aerospace & Defense Group, Inc.      15     95K 
80: EX-3.83     Certificate of Incorporation of Simula, Inc.           7     55K 
81: EX-3.84     Bylaws of Simula, Inc.                                16     96K 
82: EX-3.85     Certificate of Incorporation of Simula Polymer         3     45K 
83: EX-3.86     Bylaws of Simula Polymer Systems, Inc.                15     91K 
84: EX-3.87     Articles of Incorporation                              3     45K 
85: EX-3.88     Bylaws of Simula Technologies, Inc.                   15     91K 
86: EX-3.89     Cert. of Incorporation & Amendments Thereto            4     46K 
 6: EX-3.9      Certificate of Incorporation of Ahi Properties I       3     47K 
87: EX-3.90     By-Laws of Simula Transportation Equipment            15     94K 
88: EX-3.91     Certificate of Incorporation of Speedfeed              3     46K 
89: EX-3.92     Bylaws of Speedfeed Acquisition Corp.                 13     79K 
90: EX-3.93     Articles of Incorporation of the O'Gara Company        4     46K 
91: EX-3.94     Bylaws of the O'Gara Company                          12     66K 
92: EX-4.2      First Supplemental Indenture                          17     68K 
93: EX-4.3      Second Supplement Indenture                           19     78K 
94: EX-4.4      Third Supplemental Indenture                          19     78K 
95: EX-4.6      Form of New Note                                      11     68K 
96: EX-12.1     Statement of Computation of Ratio of Earnings          1     39K 
97: EX-21.1     Subsidiaries of Armor Holdings, Inc.                   6     49K 
98: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1     37K 
99: EX-23.2     Consent of Deloitte & Touche LLP                       1     38K 
100: EX-25.1     Form T-1                                               8     60K  
101: EX-99.1     Form of Letter to Dtc Participants                     2     42K  
102: EX-99.2     Form of Letter of Transmittal                         20     99K  
103: EX-99.3     Form of Notice of Guaranteed Delivery                  6     49K  
104: EX-99.4     Form of Instruction to Book-Entry Transfer             2     40K  
105: EX-99.5     Form of Letter to Clients                              2     39K  
106: EX-99.6     Guidelines for Certification of Taxpayer Id            4     47K  
107: EX-99.7     Form of Exchange Agent Agreement                      11     64K  


EX-99.1   —   Form of Letter to Dtc Participants

EX-99.11st Page of 2TOCTopPreviousNextBottomJust 1st
 

ARMOR HOLDINGS, INC. OFFER TO EXCHANGE ALL OUTSTANDING 8 1/4% SENIOR SUBORDINATED NOTES DUE 2013 FOR 8 1/4% SENIOR SUBORDINATED NOTES DUE 2013 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE PROSPECTUS DATED , 2004 To Depository Trust Company Participants: We are enclosing herewith the materials listed below relating to the offer by Armor Holdings, Inc. (the "Company") to exchange up to $150,000,000 aggregate principal amount of the Company's 8 1/4% Senior Subordinated Notes due 2013 (the "New Notes"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a corresponding principal amount of the Company's issued and outstanding 8 1/4% Senior Subordinated Notes due 2013 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated , 2004 (the "Prospectus"), of the Company and the related letter of transmittal (the "Letter of Transmittal"), in each case as amended or supplemented from time to time (which together constitute the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings given to such terms in the Prospectus. Enclosed herewith are copes of the following documents: 1. Prospectus dated , 2004; 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Book-Entry Transfer Participant from Owner; 5. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004, UNLESS EXTENDED. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. To participate in the Exchange Offer, a beneficial holder (a "Holder") of Old Notes must cause a DTC Participant to tender such Holder's Old Notes to the account of The Bank of New York (the "Exchange Agent") maintained at The Depository Trust Company
EX-99.1Last Page of 2TOC1stPreviousNextBottomJust 2nd
("DTC") for the benefit of the Exchange Agent through DTC's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees, on behalf of the DTC Participant and the beneficial owners of tendered Old Notes, to be bound by the terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with respect to the Exchange Offer, the DTC Participant confirms, on behalf of itself and the beneficial owners of tendered Old Notes, all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed, executed and returned the Letter of Transmittal to the Exchange Agent. Pursuant to the Letter of Transmittal, each Holder of Old Notes will represent to the Company that (i) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company; (ii) it is not a broker-dealer tendering Old Notes acquired for its own account directly from the Company; (iii) any New Notes to be received by it will be acquired in the ordinary course of its business; and (iv) it is not engaged in, and does not intend to engage in, a distribution of such New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If a holder of Old Notes is engaged in or intends to engage in a distribution of New Notes or has any arrangement or understanding with respect to the distribution of New Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The enclosed Instruction to the Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. Additional copies of the enclosed material may be obtained from Wachovia Bank, National Association, Corporate Trust Operations, 1525 West W.T. Harris Boulevard, Charlotte, North Carolina 28288, Attention: Marsha Rice, Telephone No. (704) 490-7413, Facsimile No. (704) 590-7628. ARMOR HOLDINGS, INC. By: ----------------------------- Name: Phil Baratelli Title: Controller and Treasurer NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF ARMOR HOLDINGS, INC. OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON ITS BEHALF IN CONNECTION THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2
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Filing Submission 0000950136-04-000026   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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