SEC Info - Armor Holdings Inc - ‘8-K/A’ for 6/9/97

SEC Info℠

Home

Help

Please Sign In

Armor Holdings Inc – ‘8-K/A’ for 6/9/97

As of: Tuesday, 8/12/97 · For: 6/9/97 · Accession #: 950136-97-1099 · File #: 1-11667

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

 8/12/97  Armor Holdings Inc                8-K/A:7     6/09/97    2:37K                                    Capital Systems 01/FA

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           29     80K 
 2: EX-23.1     Consent of Kpmg                                        1      4K

8-K/A — Amendment to Current Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements, Pro Forma Financial Information and Exhibits
1	1st Page - Filing Submission
2	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

8-K/A 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)     June 9, 1997               
                                               -------------------------------

Armor Holdings, Inc.
------------------------------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

Delaware                        0-18863                      59-3392443   
------------------------------------------------------------------------------- 
State or other                   (Commission                 (I.R.S. Employer   
jurisdiction of                  File Number)               Identification No.) 
incorporation)                                                                  

13386 International Parkway, Jacksonville, Florida             32218        
------------------------------------------------------------------------------- 
(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) 

8-K/A 2nd Page of 29 TOC 1st Previous Next ↓Bottom Just 2nd
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS     

 In connection with the acquisition by Armor Holdings, Inc. (the
"Company") of 50% of the issued ordinary share capital of Gorandel Trading      
Limited ("GTL") (the "GTL Acquisition"), the Company's Current Report on Form   
8-K, filed on June 24, 1997, is hereby amended to include the following         
financial statements and pro forma financial information, which were previously 
omitted from such Current Report on Form 8-K.                                   

(a)      Financial Statements of Business Acquired.                             

     The following financial statements for GTL, are submitted herewith:

                                                        [Enlarge/Download Table]

                                                                                    Page of Form 8-K/A-1
                                                                                    --------------------
                                                                                                        
Independent Auditors' Report                                                                           3
Profit and loss account - For the period ended 31 December 1996                                        4
Balance sheet - 31 December 1996                                                                       5
Cash flow statement - For the period ended 31 December 1996                                            6
Reconciliation of movement in shareholders' funds - for the period ended                                
 31 December 1996                                                                                      7
Notes to financial statements                                                                          8

Independent Auditors' Report                                                                          11
Profit and loss accounts - 31 March 1996 and 1995                                                     12
Balance sheets - 31 March 1996 and 1995                                                               13
Cash flow statements - 31 March 1996 and 1995                                                         14
Reconciliations of movements in shareholders' funds - 31 March 1996 and 1995                          15
Notes to financial statements                                                                         16

         The following unaudited interim financial information for GTL is submitted herewith:           

                                                                                    Page of Form 8-K/A-1
                                                                                    --------------------
Unaudited consolidated profit and loss account - 31 March 1997 and 1996                               19
Unaudited consolidated balance sheet - 31 March 1997                                                  20
Unaudited consolidated cash flow statement - 31 March 1997 and 1996                                   21
Notes to unaudited interim financial statements                                                       22


                                                        [Enlarge/Download Table]

                                                                                Page of Form 8-K/A-1
                                                                                --------------------
                                                                                                    
Unaudited pro forma income statement for the three months ended March 29, 1997                    21
Unaudited pro forma income statement for the year ended December 28, 1996                         22
Unaudited pro forma balance sheet - March 29, 1997                                                23
Notes to unaudited pro forma financial statements                                                 24

2 

8-K/A 3rd Page of 29 TOC 1st Previous Next ↓Bottom Just 3rd
GORANDEL TRADING LIMITED      
FINANCIAL STATEMENTS      
31 DECEMBER 1996      

Independent Auditors' Report to the board of directors and shareholders of      
Gorandel Trading Limited                                                        

We have audited the accompanying balance sheet of Gorandel Trading Limited      
at 31 December 1996 and the related profit and loss account, reconciliation     
of movements in shareholders' funds and cash flow statement for the period      
from 1 April 1996 to 31 December 1996. These financial statements are the       
responsibility of the management of Gorandel Trading Limited. Our responsibility
is to express an opinion on these financial statements based on our audit.      

We conducted our audit in accordance with auditing standards generally accepted 
in the United Kingdom and in the United States of America. Those standards      
require that we plan and perform the audit to obtain reasonable assurance       
about whether the financial statements are free of material misstatement. An    
audit includes examining, on a test basis, evidence supporting the amounts      
and disclosures in the financial statements. An audit also includes             
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the financial position of Gorandel Trading Limited    
at 31 December 1996 and the results of its operations and cash flows for the    
period from 1 April 1996 to 31 December 1996, in conformity with International  
Accounting Standards.                                                           

Accounting principles in International Accounting Standards vary in certain     
significant respects from accounting principles generally accepted in the       
United States of America. Application of accounting principles generally        
accepted in the United States would have affected profit attributable to        
shareholders for the period from 1 April to 31 December 1996 and                
shareholders' funds at 31 December 1996, to the extent summarised in            
note 9 to the financial statements.                                             

KPMG                                                            15 April 1997   
Chartered Accountants                                                           
Registered Auditors                                                             
London                                                                          

3 

8-K/A 4th Page of 29 TOC 1st Previous Next ↓Bottom Just 4th
GORANDEL TRADING LIMITED
PROFIT AND LOSS ACCOUNT 
PERIOD FROM 1 APRIL 1996 TO 31 DECEMBER 1996

                                                                [Download Table]

                                            PERIOD ENDED
                                             31/12/1996 
                                     NOTE       US$     

                                                        
Turnover                              4      4,909,391  
                                             ---------  
Profit from operations                       1,058,481  
                                             ---------  
Including charges in respect of:                        
 Depreciation                                   17,757  
 Auditors' remuneration                          5,000  
 Interest expense                               78,565  
                                             ---------  
                                               101,322  
                                             =========  
Taxation                              7        520,559  
                                             ---------  
Profit for the year after                               
 taxation                                      537,922  
Profit brought forward                       1,759,358  
                                             ---------  
Profit carried forward                       2,297,280  
                                             =========  

There were no other recognized gains and losses other then those shown above.   

4 

8-K/A 5th Page of 29 TOC 1st Previous Next ↓Bottom Just 5th
GORANDEL TRADING LIMITED
BALANCE SHEET AS AT 31 DECEMBER 1996

                                                                [Download Table]

                                            PERIOD ENDED
                                             31/12/1996 
                                    NOTE        US$     

                                                        
CURRENT ASSETS                                          

Cash at bank                                   267,093  
Debtors and prepayments                      1,967,707  
Shareholders' current account                  238,372  
Amounts due from related                                
 companies                            5      1,695,255  
                                             ---------  
                                             4,168,427  
                                             ---------  
CURRENT LIABILITIES                                     

Creditors                                      382,640  
Amounts due to related company                 855,867  
Taxation payable                      7        735,225  
                                             ---------  
                                             1,973,732  
                                             ---------  
NET CURRENT ASSETS                           2,194,695  
FIXED ASSETS                          6        104,525  
                                             ---------  
NET ASSETS                                   2,299,220  
                                             ---------  
CAPITAL AND RESERVES                                    

Share capital                         8          1,940  
Profit and loss account                      2,297,280  
                                             ---------  
                                             2,299,220  
                                             ---------  

5 

8-K/A 6th Page of 29 TOC 1st Previous Next ↓Bottom Just 6th
GORANDEL TRADING LIMITED
CASH FLOW STATEMENT 
PERIOD FROM 1 APRIL 1996 TO 31 DECEMBER 1996

                                                                [Download Table]

                                                       PERIOD ENDED
                                                        31/12/1996 
                                                           US$     

                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES                               

Net profit for the period before taxation                1,058,481 
Adjusting for:                                                     
 Depreciation                                               17,757 
 Interest receivable                                        (3,737)
                                                         --------- 
Operating profit before working capital changes          1,072,501 
 Increase in debtors                                      (540,686)
 Decrease in deferred cost                                  24,330 
 Decrease in creditors                                    (477,609)
 Increase in shareholders' account                        (230,000)
                                                         --------- 
Cash generated from operations                            (151,464)
Taxation paid                                              (54,679)
                                                         --------- 
Net cash from operating activities                        (206,143)
                                                         --------- 
CASH FLOWS FROM INVESTING ACTIVITIES                               

Purchase of fixed assets                                   (37,435)
Interest received                                            3,737 
                                                         --------- 
Net cash used in investing activities                      (33,698)
                                                         --------- 
CASH FLOWS FROM FINANCING ACTIVITIES                               

Amounts due to related companies                           (11,777)
                                                         --------- 
Net cash used in financing activities                      (11,777)
                                                         --------- 
Net decrease in cash and cash equivalents                 (251,618)
Cash and cash equivalents at beginning of                          
 period                                                    518,711 
                                                         --------- 
Cash and cash equivalents at end of period                 267,093 
                                                         --------- 
Cash and cash equivalents are defined by:                          
Cash at bank and in hand                                   267,093 
                                                         ========= 

6         

8-K/A 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th
    GORANDEL TRADING LIMITED
    RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
    PERIOD FROM 1 APRIL 1996 TO 31 DECEMBER 1996

                                                                [Download Table]

                                                       PERIOD ENDED
                                                   31 DECEMBER 1996
                                                                US$
                                                                   
Opening shareholders' funds                               1,761,298
Retained profit                                             537,922
                                                          ---------

Closing shareholders' funds                               2,299,220
                                                          ---------

7 

8-K/A 8th Page of 29 TOC 1st Previous Next ↓Bottom Just 8th
GORANDEL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS 
PERIOD FROM 1 APRIL 1996 TO 31 DECEMBER 1996

1.  INCORPORATION AND PRINCIPAL ACTIVITY                                        

   Gorandel Trading Limited was incorporated as a limited liability company on
21 July 1993 in Cyprus. The objects of the company are restricted to    
business wholly outside Cyprus and its shares are held exclusively by   
  non-residents. Due to the above, the profits of the company are subject to
Cyprus income tax at reduced rates.                                     

2.  BASIS OF PRESENTATION                                                       

The financial statements have been prepared in accordance with          
  International Accounting Standards. The company changed the financial year
end date from 31 March, to 31 December; consequently, the financial     
statements are for the period from 1 April 1996 to December 1996 and are
expressed in US Dollars.                                                

3.  ACCOUNTING POLICIES                                                         

   The following policies have been applied consistently in dealing with items
which are considered material in relation to the company's financial    
statements.                                                             

BASIS OF PREPARATION                                                    

The financial statements have been prepared under the historical cost   
convention.                                                             

DEPRECIATION                                                            

 Tangible fixed assets are depreciated on a straight-line basis over their
estimated useful lives as follows:                                      

%         

Equipment                20                                 
Computers                20                                 
Fixtures & fittings      20                                 
Motor vehicles           25                                 

  The cost of leasehold of the flat will be depreciated over the life of the
lease.                                                                  

DEFERRED COST                                                           

 The cost of uniforms is capitalised and written off over 12 months, which
is considered to be their estimated useful economic life.               

8 

8-K/A 9th Page of 29 TOC 1st Previous Next ↓Bottom Just 9th
GORANDEL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS 
PERIOD FROM 1 APRIL 1996 TO 31 DECEMBER 1996

3.  ACCOUNTING POLICIES (CONTINUED)                                             

FOREIGN EXCHANGE                                                        

Monetary assets and liabilities of the company are translated into US   
dollars at the rates of exchange ruling at the balance sheet date and   
non-monetary items are translated at historic rates.                    

   Trading transactions in foreign currencies are converted into US dollars at
the rates of exchange ruling at the dates when they occur. Any gains or 
losses arising on translation are taken to the Profit and Loss account. 

4.  INCOME                                                                      

 This represents all income received and receivable in respect of services
rendered to customers during the period.                                

5.  AMOUNTS DUE FROM RELATED COMPANIES                                          

Included in the amounts due from related companies are loans made to    
related companies amounting to US$1,415,000.                            

6.  FIXED ASSETS                                                                

                                                                [Download Table]

                                                     FIXTURES                   
                                                       AND      MOTOR           
                       FLAT    EQUIPMENT  COMPUTERS  FITTINGS  VEHICLES  TOTAL  
                        US$        US$        US$       US$       US$      US$  
                                                                                
COST                                                                            

1 April 1996           18,000    28,881      6,833     8,469     41,000  103,183
Additions                  --     1,466      7,955        14     28,000   37,435
                       ------    ------     ------     -----     ------  -------
31 December 1996       18,000    30,347     14,788     8,483     69,000  140,618
                       ------    ------     ------     -----     ------  -------
DEPRECIATION                                                                    

1 April 1996              660     5,588      1,615     1,973      8,500   18,336
Charge for the period     543     4,853      1,162     1,278      9,921   17,757
                       ------    ------     ------     -----     ------  -------
31 December 1996        1,203    10,441      2,777     3,251     18,421   36,093
                       ------    ------     ------     -----     ------  -------
NET BOOK VALUE                                                                  

31 December 1996       16,797    19,906     12,011     5,232     50,579  104,525
                       ------    ------     ------     -----     ------  -------
31 March 1996          17,340    23,293      5,218     6,496     32,500   84,847
                       ------    ------     ------     -----     ------  -------

9 

8-K/A 10th Page of 29 TOC 1st Previous Next ↓Bottom Just 10th
GORANDEL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS 
PERIOD FROM 1 APRIL 1996 TO 31 DECEMBER 1996

7.  TAXATION                                                                    

  A provision for Cyprus corporation tax for the period from 1 April 1996 to
31 December 1996 was made, amounting to US$42,769.                      

A provision of US$477,790 has been made in respect of estimated foreign 
tax liabilities.                                                        

8.  SHARE CAPITAL                                                               

                                                                [Download Table]

                                                  31/12/1996
                                                      US$   
                                                            
AUTHORISED                                                  

1,000 ordinary shares of Cyprus pounds 1 each        1,940  
                                                     -----  
ISSUED                                                      

1,000 ordinary shares of Cyprus pounds 1 each        1,940  
                                                     -----  

9.  SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INTERNATIONAL ACCOUNTING         
STANDARDS AND UNITED STATES OF AMERICA GENERALLY ACCEPTED ACCOUNTING    
PRINCIPLES                                                              

The financial statements are prepared in conformity with International  
Accounting Standards, which differ in certain significant respects from 
those applicable in the United States of America (US GAAP). Application 
 of US GAAP to these financial statements would not result in any material
   differences to profit attributable to shareholders and shareholders' funds.

10

8-K/A 11th Page of 29 TOC 1st Previous Next ↓Bottom Just 11th
GORANDEL TRADING LIMITED      
FINANCIAL STATEMENTS      
31 MARCH 1996 AND 1995      

Auditors' Report to the members of Gorandel Trading Limited                     

We have audited the accompanying balance sheets of Gorandel Trading Limited     
at 31 March 1995 and 1996 and the related profit and loss accounts,             
reconciliations of movements in shareholders' funds and cash flow statements    
for the years then ended. These financial statements are the responsibility of  
the management of Gorandel Trading Limited. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with auditing standards generally accepted
in the United Kingdom and in the United States of America. Those standards      
require that we plan and perform the audit to obtain reasonable assurance       
about whether the financial statements are free of material misstatement. An    
audit includes examining, on a test basis, evidence supporting the amounts      
and disclosures in the financial statements. An audit also includes             
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the financial position of Gorandel Trading Limited    
at 31 March 1995 and 1996 and the results of its operations and cash flows      
for the years then ended, in conformity with International Accounting           
Standards.                                                                      

Accounting principles in International Accounting Standards vary in certain     
significant respects from accounting  principles generally accepted in the      
United States of America. Application of accounting principles generally        
accepted in the United States would have affected profit attributable to        
shareholders for each of the years in the two year period ended 31 March        
1996 and shareholders' funds at 31 March 1995 and 1996, to the extent           
summarised in note 8 to the financial statements.                               

KPMG                                                            29 July 1996    
Chartered Accountants                                                           
Registered Auditors                                                             
London                                                                          

11

8-K/A 12th Page of 29 TOC 1st Previous Next ↓Bottom Just 12th
GORANDEL TRADING LIMITED
PROFIT AND LOSS ACCOUNTS
  FOR THE YEARS ENDED 31 MARCH 1996 AND 1995

                                                                [Download Table]

                                                 YEAR ENDED      
                                            31/3/1996   31/3/1995
                                     NOTE      US$         US$   
                                                                 
Turnover                              4     5,781,357   3,419,300
                                            ---------   ---------
Profit from operations                      1,180,263     843,588
                                            ---------   ---------
Including charges in respect of:                                 
 Depreciation                                  15,951       2,385
 Auditors' remuneration                         3,672       3,192
 Interest expense                              41,067      21,467
                                            ---------   ---------
                                               60,690      27,044
                                            =========   =========
Taxation                              6       180,130     189,806
                                            ---------   ---------
Profit for the year after                                        
 taxation                                   1,000,133     653,782
Profit brought forward                        759,225     105,443
                                            ---------   ---------
Profit carried forward                      1,759,358     759,225
                                            =========   =========

 There were no other recognised gains and losses other than those shown above.

12

8-K/A 13th Page of 29 TOC 1st Previous Next ↓Bottom Just 13th
GORANDEL TRADING LIMITED
 BALANCE SHEETS AS AT 31 MARCH 1996 AND 1995

                                                                [Download Table]

                                              1996        1995   
                                     NOTE      US$         US$   
                                                                 
CURRENT ASSETS                                                   

Debtors                                     1,944,869     888,236
Deferred cost                         3        24,330      23,437
Shareholders' current account                   8,372       8,372
Amounts due from related                                         
 companies                                    405,000          --
Cash at bank                                  518,711     717,668
                                            ---------   ---------
                                            2,901,282   1,637,713
                                            ---------   ---------
CURRENT LIABILITIES                                              

Creditors                                     860,249     406,124
Amounts due to related company                 95,237     311,878
Taxation payable                      6       269,345     194,937
                                            ---------   ---------
                                            1,224,831     912,939
                                            ---------   ---------
NET CURRENT ASSETS                          1,676,451     724,774
FIXED ASSETS                          5        84,847      36,391
                                            =========   =========
NET ASSETS                                  1,761,298     761,165
                                            =========   =========
CAPITAL AND RESERVES                                             

Share capital                         7         1,940       1,940
Profit and loss account                     1,759,358     759,225
                                            =========   =========
                                            1,761,298     761,165
                                            =========   =========

13

8-K/A 14th Page of 29 TOC 1st Previous Next ↓Bottom Just 14th
GORANDEL TRADING LIMITED
CASH FLOW STATEMENTS
    FOR THE YEARS ENDED 31 MARCH 1996 AND 1995

                                                                [Download Table]

                                                            YEAR ENDED       
                                                       31/3/1996    31/3/1995
                                                          US$          US$   
                                                                             
CASH FLOWS FROM OPERATING ACTIVITIES                                         

Net profit for the year before taxation.............   1,180,263     843,588 
Adjusting for:                                                               
 Depreciation.......................................      15,951       2,385 
 Interest receivable................................     (11,107)         -- 
                                                       ---------     ------- 
Operating profit before working capital changes ....   1,185,107     845,973 
 Increase in debtors................................  (1,056,633)   (580,355)
 (Increase)/decrease in deferred cost...............        (893)     50,910 
 Increase in creditors..............................     454,125     331,374 
 Increase in shareholders' account..................          --      (6,432)
                                                       ---------     ------- 
CASH USED IN OPERATIONS.............................     581,706     641,470 

Taxation paid.......................................    (105,722)         -- 
                                                       ---------     ------- 
Net cash from operating activities..................     475,984     641,470 
                                                       ---------     ------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                         

Purchase of fixed assets............................     (64,407)    (38,776)
Interest received...................................      11,107          -- 
                                                       ---------     ------- 
Net cash used in investing activities...............     (53,300)    (38,776)
                                                       ---------     ------- 
CASH FLOWS FROM FINANCING ACTIVITIES                                         

Amounts due to related companies....................    (621,641)    (11,407)
                                                       ---------     ------- 
Net cash used in financing activities...............    (621,641)    (11,407)
                                                       ---------     ------- 
NET (DECREASE)/INCREASE IN CASH AND CASH                                     
 EQUIVALENTS........................................    (198,957)    591,287 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .....     717,668     126,381 
                                                       ---------     ------- 
CASH AND CASH EQUIVALENTS AT END OF YEAR............     518,711     717,668 
                                                       ---------     ------- 
Cash and cash equivalents are defined by:                                    
Cash at bank and in hand............................     518,711     717,668 
                                                       =========     ======= 

14

8-K/A 15th Page of 29 TOC 1st Previous Next ↓Bottom Just 15th
GORANDEL TRADING LIMITED

 RECONCILIATIONS OF MOVEMENTS IN SHAREHOLDERS' FUNDS
FOR THE YEARS ENDED 31 MARCH 1996 AND 1995

                                                                [Download Table]


                               Year ended    Year ended  
                             31 March 1996  31 March 1995
                                   US$           US$     
                                                         
Opening shareholders' funds      761,165    107,383      
Retained profit                1,000,133    653,782      
                               ---------    -------      

Closing shareholders' funds    1,761,298    761,165      
                               ---------    -------      

15

8-K/A 16th Page of 29 TOC 1st Previous Next ↓Bottom Just 16th
GORANDEL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS 
YEAR ENDED 31 MARCH 1996

1.  INCORPORATION AND PRINCIPAL ACTIVITY                                        

   Gorandel Trading Limited was incorporated as a limited liability company on
21 July 1993 in Cyprus. The objects of the company are restricted to    
business wholly outside Cyprus and its shares are held exclusively by   
  non-residents. Due to the above, the profits of the company are subject to
Cyprus income tax at reduced rates.                                     

2.  BASIS OF PRESENTATION                                                       

The financial statements which have been prepared in accordance with    
 International Accounting Standards, are for the years ended 31 March 1996
and 1995 and are expressed in US Dollars.                               

3.  ACCOUNTING POLICIES                                                         

   The following policies have been applied consistently in dealing with items
which are considered material in relation to the company's financial    
statements.                                                             

BASIS OF PREPARATION                                                    

The financial statements have been prepared under the historical cost   
convention.                                                             

DEPRECIATION                                                            

 Tangible fixed assets are depreciated on a straight-line basis over their
estimated useful lives as follows:                                      

                                                                [Download Table]

                          % 
                            
Equipment                20 
Computers                20 
Fixtures & fittings      20 
Motor vehicles           25 

The leasehold flat will be depreciated over the life of the lease.    

DEFERRED COST                                                         

The cost of uniforms has been capitalised and written off over 12     
months, their estimated useful economic life.                         

16

8-K/A 17th Page of 29 TOC 1st Previous Next ↓Bottom Just 17th
GORANDEL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS 
YEAR ENDED 31 MARCH 1996

3.  ACCOUNTING POLICIES (CONTINUED)                                             

FOREIGN EXCHANGE                                                        

Monetary assets and liabilities of the company are translated into US   
dollars at the rates of exchange ruling at the balance sheet date and   
non-monetary items are translated at historic rates.                    

   Trading transactions in foreign currencies are converted into US dollars at
the rates of exchange ruling at the dates when they occur. Any gains or 
losses arising on translation are taken to the Profit and Loss Account. 

4.  INCOME                                                                      

 This represents all income received and receivable in respect of services
rendered to customers during the year.                                  

5.  FIXED ASSETS                                                                

                                                                [Download Table]

                                              FIXTURES                   
                                                AND      MOTOR           
                FLAT    EQUIPMENT  COMPUTERS  FITTINGS  VEHICLES  TOTAL  
                US$        US$        US$       US$       US$      US$   
                                                                         
COST                                                                     

1 April 1995        --    21,450      2,554     7,772      7,000   38,776
Additions       18,000     7,431      4,279       697     34,000   64,407
                ------    ------      -----     -----     ------  -------
31 March 1996   18,000    28,881      6,833     8,469     41,000  103,183
                ------    ------      -----     -----     ------  -------
DEPRECIATION                                                             

1 April 1995        --       916        350       389        730    2,385
Charge for the                                                           
 year              660     4,672      1,265     1,584      7,770   15,951
                ------    ------      -----     -----     ------  -------
31 March 1996      660     5,588      1,615     1,973      8,500   18,336
                ------    ------      -----     -----     ------  -------
NET BOOK VALUE                                                           

31 March 1996   17,340    23,293      5,218     6,496     32,500   84,847
                ======    ======      =====     =====     ======   ======
31 March 1995       --    20,534      2,204     7,383      6,270   36,391
                ======    ======      =====     =====     ======   ======

17

8-K/A 18th Page of 29 TOC 1st Previous Next ↓Bottom Just 18th
GORANDEL TRADING LIMITED
NOTES TO THE FINANCIAL STATEMENTS 
YEAR ENDED 31 MARCH 1996

6.  TAXATION                                                                    

The Cyprus corporation tax payable for the year ended 31 March 1996 is  
estimated at US$ 41,750.                                                

A provision of US$ 138,380 has been made in respect of estimated foreign
tax liabilities.                                                        

7.  SHARE CAPITAL                                                               

                                                                [Download Table]

                                                 1996 
                                                  US$ 
                                                      
Authorised                                            
1,000 ordinary shares of Cyprus pounds (pounds        
 sterling)1 each                                 1,940
                                                 =====
Issued                                                
1,000 ordinary shares of Cyprus pounds (pounds        
 sterling)1 each                                 1,940
                                                 =====

8.  SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INTERNATIONAL ACCOUNTING         
STANDARDS AND UNITED STATES OF AMERICA GENERALLY ACCEPTED ACCOUNTING    
PRINCIPLES                                                              

The financial statements are prepared in conformity with International  
Accounting Standards, which differ in certain significant respects from 
those applicable in the United States of America (US GAAP).  Application
 of US GAAP to these financial statements would not result in any material
   differences to profit attributable to shareholders and shareholders' funds.

18

8-K/A 19th Page of 29 TOC 1st Previous Next ↓Bottom Just 19th
GORANDEL TRADING LIMITED  

UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT - 31 MARCH 1997 AND 1996 

                                                    Three months ended

                                                    Mar-97          Mar-96
                                                    $000            $000
                                                    ----------------------
Turnover                                                1,900          1,482    
Cost of sales                                           1,324          1,010    
                                                    ----------------------
Gross profit                                              576            472    
Administrative expenses                                   226            273    
                                                    ----------------------
Profit on ordinary activities before taxation             350            199    
Tax on profit on ordinary activities                      186             45    
                                                    ----------------------
Profit on ordinary activities after taxation              164            154    
                                                    ======================

19

8-K/A 20th Page of 29 TOC 1st Previous Next ↓Bottom Just 20th
GORANDEL TRADING LIMITED                                                        

UNAUDITED CONSOLIDATED BALANCE SHEET - 31 MARCH 1997                            

                                            Mar-97
                                            $000
                                            --------

Fixed assets                                                                    
Tangible assets                                              99             
Current assets                                                                  
Debtors                                                   3,800             
Cash at bank and in hand                                    198             
                                            --------
                                             3,998

Creditors: amounts falling due within one year              1,552               
                                            --------
Net current assets                                          2,446               
                                            --------
Total assets less current liabilities                       2,545               
Creditors: amounts falling due after more than one year         0               
                                            --------
Net assets                                                  2,545               
                                            --------
Capital and reserves                                                            
Share capital                                                 2             
Profit and loss account                                   2,543             
                                            --------
Shareholders' funds                                         2,545               
                                            --------

20

8-K/A 21st Page of 29 TOC 1st Previous Next ↓Bottom Just 21st
GORANDEL TRADING LIMITED                                                        

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT - 31 MARCH 1997 AND 1996             

                                                         Mar-97         Mar-96
                                                         $000           $000
                                                         ---------------------
Cash flows from operating activities                                            
Net profit for the year before taxation                  $350           $199
Adjusting for:                                                              
   Depreciation                                            10              4
                                                         ---------------------
Operating profit before working capital changes             360            203  

Increase in debtors                                        (493)           (10) 
Increase (decrease) in creditors                           (130)             12 
Decrease in shareholders' account                           130              -  
                                                         ---------------------

Cash (used in) provided by operations                      (133)           205  
Income tax paid                                             (36)             -  
                                                         ---------------------
Net cash from operating activities                         (169)           205  

Cash flows from investing activities                                            
Purchase of fixed assets                                     (2)           (19) 
                                                         ---------------------
Net cash used in investing activities                        (2)           (19) 

Cash flows from financing activities                                            
Amounts due to related companies                            102           (408) 
                                                         ---------------------
Net cash used in financing activities                       102           (408) 

Net decrease in cash and cash equivalents                   (69)          (222) 
Cash and cash equivalents at beginning of period            267            741  
                                                         ---------------------
Cash and cash equivalents at end of period                  198            519  
                                                         =====================
Cash and cash equivalents are defined by:                                       
Cash at bank and in hand                                    198            519  
                                                         =====================

21

8-K/A 22nd Page of 29 TOC 1st Previous Next ↓Bottom Just 22nd
GORANDEL TRADING LIMITED                                                        

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS                                 

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES OF  
AMERICA GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. The group's consolidated      
financial statements are prepared in conformity with generally accepted         
accounting principles applicable in the United Kingdom (UK GAAP), which differ  
in certain significant respects from those applicable in the United States of   
America (US GAAP). There were no other material differences between UK GAAP and 
US GAAP identified for the three months ended March 31, 1997 and 1996.          

22

8-K/A 23rd Page of 29 TOC 1st Previous Next ↓Bottom Just 23rd
Pro Forma Financial Information.                              

   The following unaudited pro forma income statements for the three
month period ended March 31, 1997 and for the year ended December 28, 1996      
gives effect to the GTL Acquisition on June 9, 1997 as if the GTL Acquisition   
had occurred as of January 1, 1997 and January 1, 1996, respectively. The       
following unaudited pro forma balance sheet as of March 29, 1997 gives effect   
to the GTL Acquisition as if such transaction had occurred on March 29, 1997.   

      These unaudited pro forma financial statements may not be indicative
of the results that actually would have occurred if the transaction referred to 
above had been in effect on the dates indicated or the results that may be      
obtained in the future.                                                         

UNAUDITED PRO FORMA INCOME STATEMENT                                            
FOR THE THREE-MONTHS ENDED MARCH 29, 1997                                       
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)                                       

                                                        [Enlarge/Download Table]

                                                          HISTORICAL                            PRO FORMA           
                                            ---------------------------------------   ------------------------------
                                              AHI (A)       GTL(A)      COMBINED        ADJUSTMENTS      COMBINED   
                                            ---------------------------------------   ------------------------------
                                                                                                                    
NET SALES                                     $14,750       $1,900      $16,650                          $16,650    
COST AND EXPENSES:                                                                                                  
   Cost of sales                               10,453        1,324       11,777                           11,777    
   Operating expenses                           2,977          226        3,203                            3,203    
   Depreciation and amortization                  286                       286             12 (b)           298    
   Interest expense, net                           69                        69                               69    
   Equity in earnings of investee (income)       (272)                     (272)            82 (c)          (190)   
                                            ---------------------------------------------------------------------   
OPERATING INCOME                                1,237          350        1,587            (94)            1,493    
INCOME TAXES                                      554          186          740            (50)(d)           690    
PREFERENCE SHARE DIVIDENDS                        143                       143                              143    
                                            ---------------------------------------------------------------------   
 NET INCOME APPLICABLE TO                                                                                           
   COMMON STOCKHOLDERS                        $   540         $164      $   704          $(44)           $   660    
                                            =====================================================================   

EARNINGS PER COMMON SHARE                     $  0.04                                                    $  0.05    
                                            ==========                                              =============   

WEIGHTED AVERAGE COMMON                                                                                             
  SHARES                                       12,797                                          (e)        12,912    
                                            ==========                                              =============   

See accompanying Notes to Unaudited Pro Forma Financial Statements. 

23

8-K/A 24th Page of 29 TOC 1st Previous Next ↓Bottom Just 24th
UNAUDITED PRO FORMA INCOME STATEMENT                                            
FOR THE YEAR ENDED DECEMBER 28, 1996                                            
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)                                       

                                                        [Enlarge/Download Table]

                                                  HISTORICAL                            PRO FORMA             
                                   ---------------------------------------------------------------------------
                                     AHI (a)       GTL(a)      COMBINED           ADJUSTMENTS      COMBINED   
                                   ---------------------------------------    --------------------------------
                                                                                                              
NET SALES                             $30,967       $6,354      $37,321                             $37,321   
COST AND EXPENSES:                                                                                            
   Cost of sales                       21,172        4,381       25,553                              25,553   
   Operating expenses                   6,905          615        7,520                               7,520   
   Depreciation and amortization          554            -          554               49 (b)            603   
   Interest expense, net                  515          105          620                                 620   
   Equity in earnings of investee       (320)            -        (320)               95 (c)           (225)  
                                   -------------------------------------    --------------------------------  
OPERATING INCOME                        2,141        1,253        3,394             (144)              3,250  
NON-OPERATING INCOME                        2                         2                                   2   
                                   -------------------------------------    --------------------------------  
INCOME BEFORE INCOME                                                                                          
   TAXES AND PREFERENCE                                                                                       
   SHARE DIVIDENDS                      2,143        1,253        3,396             (144)             3,252   
INCOME TAXES                            1,215          608        1,823              (70)(d)          1,753   
PREFERENCE SHARE                                                                                              
   DIVIDENDS                              239                       239                                 239   
                                   -------------------------------------    --------------------------------  

NET INCOME APPLICABLE TO                                                                                      
   COMMON STOCKHOLDERS                $   689       $  645      $ 1,334            $ (74)           $ 1,260   
                                   =====================================    ================================  

EARNINGS PER COMMON                                                                                           
  SHARE                               $  0.08                                                       $  0.14   
                                   ===========                                                  ============  

WEIGHTED AVERAGE                                                                                              
  COMMON SHARES                         8,876                                            (e)          8,991   
                                   ===========                                                  ============  

See accompanying Notes to Unaudited Pro Forma Financial Statements. 

24

8-K/A 25th Page of 29 TOC 1st Previous Next ↓Bottom Just 25th
UNAUDITED PRO FORMA BALANCE SHEET                                               
MARCH 29, 1997                                                                  
(AMOUNTS IN THOUSANDS)                                                          

                                                        [Enlarge/Download Table]

                                                      HISTORICAL                               PRO FORMA             
                                         ----------------------------------------------------------------------------
                                           AHI (a)      GTL(a)    COMBINED           ADJUSTMENTS          COMBINED   
                                         -----------------------------------       ----------------------------------
                                                                                                                     
ASSETS                                                                                                               
CURRENT ASSETS:                                                                                                      

  Cash and cash equivalents                 $   4,135     $   198    $    4,333        $(1,170) (f)       $    3,163 

  Accounts receivable, net                     12,408       2,287        14,695                               14,695 
  Inventories                                   4,897           -         4,897                                4,897 
  Prepaid expenses and other current                                                                                 
    assets                                      2,432       1,513         3,945                                3,945 
                                         ---------------------------------------     --------------------------------
    Total current assets                       23,872       3,998        27,870         (1,170)               26,700 

PROPERTY, PLANT AND                                                                                                  
  EQUIPMENT, net                                6,676          99         6,775                                6,775 
INTANGIBLE ASSETS                              16,844                    16,844          1,448 (f)            18,292 
INVESTMENT IN ASSOCIATED                                                                                             
  COMPANIES                                     1,451                     1,451         (1,273)(g)               178 
OTHER ASSETS                                      449                       449                                  449 
                                         ---------------------------------------     --------------------------------
TOTAL ASSETS                                $  49,292     $ 4,097    $   53,389        $  (995)           $   52,394 
                                         =======================================     ================================

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                 
CURRENT LIABILITIES:                                                                                                 

  Short-term borrowings                     $     357     $     -    $      357                           $      357 
  Current portion of long-term debt             1,369           -         1,369                                1,369 
  Accounts payable, accrued expenses                                                                                 
    and other                                   7,673       1,552         9,225            350 (f)             9,575 
                                         ---------------------------------------     --------------------------------
    Total current liabilities                   9,399       1,552        10,951            350                11,301 

MINORITY INTEREST                                  32           -            32                                   32 
LONG-TERM DEBT and capitalized lease                                                                                 
obligations                                     6,945           -         6,945                                6,945 
                                         ---------------------------------------     --------------------------------
    Total liabilities                          16,376       1,552        17,928            350                18,278 

PREFERENCE SHARES                               7,216           -         7,216                                7,216 

STOCKHOLDERS' EQUITY:                                                                                                

  Common stock                                    119           2           121             (1)(f)               120 
  Additional paid-in capital                   23,480           -        23,481          1,199 (f)            24,680 
  Foreign currency exchange translation          (105)          -          (105)                                (105)
  Retained earnings                             2,205       2,543         4,748         (2,543)(f)(g)          2,205 
                                         ---------------------------------------     --------------------------------
    Total stockholders' equity                 25,700       2,545        28,245         (1,345)               26,900 
                                         ---------------------------------------     --------------------------------
TOTAL LIABILITIES &                                                                                                  
   STOCKHOLDERS' EQUITY                     $  49,292     $ 4,097    $   53,389        $  (995)           $   52,394 
                                         =======================================     ================================

See accompanying Notes to Unaudited Pro Forma Financial Statements. 

25

8-K/A 26th Page of 29 TOC 1st Previous Next ↓Bottom Just 26th
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS                               

(a)  Historical results of operations include the following:                    

  AHI - results of operations of Armor Holdings, Inc. for the three months
  ended March 29, 1997 and for the fiscal year ended December 28, 1996
DJL - results of operation of DJL Group Limited for the 3 months ended
    March 29, 1997 and for the period June 3, 1996 (date of incorporation)
until December 28, 1996                                           
GTL - results of operations of Gorandel Trading Limited for the three 
     months ended March 31, 1997 and Gorandel Trading Limited for the fiscal
year ended December 28, 1996                                      

(b)  Reflects the adjustment to record the amortization of intangible assets    
resulting from the GTL acquisition.                                   

(c)  Reflects the elimination of the historical 50% equity in earnings of GTL,  
which is included in the the AHI amounts, as such amounts are included
gross in the GTL amounts.                                             

(d)  Adjustment to reflect the income tax effect of the pro forma adjustments.  

(e)  Includes 115,176 shares for the acquisition of GTL as if such shares were  
issued at the beginning of the period.                                

(f)  Reflects the allocation of the excess cost over net assets acquired of GTL 
as follows:                                                           

Purchase price of GTL:                                                

     Cash                                                         $1,170
     Value of Company shares                                       1,200
     Transaction costs                                               350
                                                                  ------
                                                                   2,720
     Less:  pro forma value of net tangible assets acquired        1,272
                                                                  ------
Unallocated excess of purchase price over net                 
        tangible assets acquired                                  $1,448
                                                                  ======

(g)  Reflects the elimination of the historical 50% investment in GTL, which is 
    included in the supplemental Company amounts, as such amounts are included
gross in the GTL amounts.                                             

26

8-K/A 27th Page of 29 TOC 1st Previous Next ↓Bottom Just 27th
(c)  Exhibits.                                      

EXHIBIT       DESCRIPTION                                                       
-------       -----------                                                       

2.1*          Share Acquisition Agreement, dated as of June 9, 1997, between    
the Company, Strontian, Alpha-A Limited, and others.

10.1*         Agreement, dated June 9, 1997, between the Company and members of 
senior management of GTL.                           

10.2*         Taxation Indemnity, dated June 9, 1997, by Strontian in favor of  
the Company.                                        

10.3*         Services Agreement, dated June 9, 1997, between GTL, Alpha-A and  
others.                                             

10.4*         Service Agreement, dated June 9, 1997, between GTL and Mikhail    
Golovatov.                                          

10.5*         Deed of Covenant, dated June 9, 1997, between the Company,        
Defence Systems, DSL Overseas, GTL and Igor Orekhov.

10.6*         Deed of Covenant, dated June 9, 1997, between the Company,        
     Defence Systems, DSL Overseas, GTL and Mikhail Golovatov.

10.7*         Loan Agreement, dated June 9, 1997, between Strontian and Defence 
Systems.                                            

10.8*         Stock Pledge Agreement, dated June 9, 1997, between Defence       
   Systems, Strontian, Mikhail Golovatov and Igor Orekhov.

10.9*         Termination Agreement of a Joint Venture Agreement relating to    
          GTL, dated June 9, 1997, between DSL Overseas, Strontian, GTL,
Defence Systems and Alpha-A.                        

23.1**        Consent of KPMG.                                                  

--------------                                                                  
*        Previously filed as part of this Current Report on Form 8-K on         
June 24, 1997.                                                
**       Filed herewith.                                                        

27

8-K/A 28th Page of 29 TOC 1st Previous Next ↓Bottom Just 28th
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the       
undersigned hereunto duly authorized.                                           

                          ARMOR HOLDINGS, INC.

                /s/ Carol T. Burke
                                          ------------------------------------
                    Carol T. Burke
                                          Vice President-Finance and Secretary

                             Dated:  August 11, 1997

28

8-K/A Last Page of 29 TOC 1st Previous Next ↓Bottom Just 29th
EXHIBIT INDEX         

The following exhibit is filed herewith:                                        

EXHIBIT        DESCRIPTION                                                      
-------        -----------                                                      

23.1           Consent of KPMG.

8-K/A	1st Page of 29	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

8-K/A	2nd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 2nd

8-K/A	3rd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 3rd

8-K/A	4th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 4th

8-K/A	5th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 5th

8-K/A	6th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 6th

8-K/A	7th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 7th

8-K/A	8th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 8th

8-K/A	9th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 9th

8-K/A	10th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 10th

8-K/A	11th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 11th

8-K/A	12th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 12th

8-K/A	13th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 13th

8-K/A	14th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 14th

8-K/A	15th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 15th

8-K/A	16th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 16th

8-K/A	17th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 17th

8-K/A	18th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 18th

8-K/A	19th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 19th

8-K/A	20th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 20th

8-K/A	21st Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 21st

8-K/A	22nd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 22nd

8-K/A	23rd Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 23rd

8-K/A	24th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 24th

8-K/A	25th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 25th

8-K/A	26th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 26th

8-K/A	27th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 27th

8-K/A	28th Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 28th

8-K/A	Last Page of 29	TOC	1st	Previous	Next	↓Bottom	Just 29th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	8/12/97			10-Q
	8/11/97	28		4
	6/24/97	2	27	8-K
For Period End:	6/9/97	1	27	8-K
	3/31/97	22	26
	3/29/97	23	26	10QSB, 10QSB/A
	1/1/97	23
	12/28/96	23	26	10KSB, 10KSB/A
	6/3/96	26
	3/31/96	22		10QSB
	1/1/96	23
				List all Filings

↑Top

Filing Submission 0000950136-97-001099 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Armor Holdings Inc – ‘8-K/A’ for 6/9/97

As of: Tuesday, 8/12/97 · For: 6/9/97 · Accession #: 950136-97-1099 · File #: 1-11667

Previous ‘8-K’: ‘8-K’ on 6/24/97 for 6/9/97 · Next: ‘8-K’ on 10/22/98 for 10/16/98 · Latest: ‘8-K’ on / for 7/25/07

Amendment to Current Report — Form 8-KFiling Table of Contents

8-K/A — Amendment to Current ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
Filing Table of Contents

8-K/A — Amendment to Current Report
Document Table of Contents