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-3.26 — Operating Agreement of Armor Holdings Payroll
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Ex-3.26
OPERATING AGREEMENT
OF
ARMOR HOLDINGS PAYROLL SERVICES, LLC
This Operating Agreement (this "Agreement") of Armor Holdings Payroll
Services, LLC, a Delaware limited liability company (the "Company"), is entered
into as of the 31st day of December, 2002 by and between Break-Free Armor Corp.,
a Delaware corporation (the "Member"), and the Company.
Pursuant to and in accordance with the Limited Liability Company Act of
the State of Delaware, as amended from time to time (the "LLCA"), the Member
hereby agrees as follows:
1. Name. The name of the limited liability company shall be Armor Holdings
Payroll Services, LLC.
2. Office. The principal office of the Company shall be located at 1400
Marsh Landing Parkway, Suite 112, Jacksonville, FL 32250 or such other place or
places as the Member shall determine.
3. Term. The term of the Company commenced as of the date of filing of the
Certificate of Formation of the Company with the Secretary of State of the State
of Delaware and the Company shall be dissolved and its affairs wound up as
provided in said Certificate, in this Agreement, or as otherwise provided in the
LLCA.
4. Purpose. The Company is formed for the purpose of engaging in any
lawful act or activity for which limited liability companies may be organized
under the LLCA and engaging in any and all activities necessary or incidental to
the foregoing.
5. Member. The name and the mailing address of the Member is as follows:
Name Address
---- -------
Break-Free Armor Corp. 1400 Marsh Landing Parkway
Suite 112
Jacksonville, FL 32250
The Member is authorized to admit additional members and/or create
different classes of members.
6. Management; Powers. The business and affairs of the Company shall be
managed by one or more managers (the "Manager"), as determined by the Member.
Any Manager acting alone is authorized to execute any and all documents on
behalf of the Company necessary or appropriate in connection with the
acquisition,
financing, operation, management or development of any property of the Company
and shall have all other rights and powers as designated by the Member. The
initial Managers of the Company are Glenn Heiar and Edward Bayhi.
7. Capital Contributions. The initial capitalization of the Company by the
Member is set forth on Schedule A.
8. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company, provided however, that
additional capital contributions may be made at such time and in such amounts as
the Member shall determine.
9. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member as set forth on Schedule A.
10. Distributions. Distributions shall be made to the Members at the times
and in the aggregate amounts determined by the Member and in accordance with the
same percentages as profits and losses are allocated.
11. Admission of Additional Members. The Member may cause the Company to
admit one or more additional members to the Company.
12. Liability of Members. The Member shall not have any liability for the
obligations or liabilities of the Company.
13. Exculpation of Member. The Member shall not be liable to the Company
for any breach of duty in such capacity, unless otherwise required by law.
14. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Operating Agreement.
ARMOR HOLDINGS
PAYROLL SERVICES, LLC
By: /s/ Glenn Heiar
--------------------------------
Name: Glenn Heiar
Title: Manager
By: /s/ Edward Bayhi
--------------------------------
Name: Edward Bayhi
Title: Manager
BREAK-FREE ARMOR CORP.
By: /s/ Stephen E. Croskrey
--------------------------------
Name: Stephen E. Croskrey
Title: President
SCHEDULE A
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Name Capital Contribution Allocation of Profits and Losses
--------------------------------------------------------------------------------
Break-Free Armor Corp. $100 100%
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