Document/Exhibit Description Pages Size
1: 8-K Current Report 6 23K
2: EX-2.1 Share Acquisition Agreement 21 65K
3: EX-10.1 Agreement, Dated June 9, 1997 7 26K
4: EX-10.2 Taxation Indemnity 5 17K
5: EX-10.3 Services Agreement 14 43K
6: EX-10.4 Service Agreement 17 53K
7: EX-10.5 Deed of Covenant 8 29K
8: EX-10.6 Deed of Covenant 9 28K
9: EX-10.7 Loan Agreement 11 35K
10: EX-10.8 Stock Pledge Agreement 8 29K
11: EX-10.9 Termination Agreement 4 11K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 1997
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Armor Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
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State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
13386 International Parkway, Jacksonville, Florida 32218
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (904) 741-5400
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
GORANDEL TRADING LIMITED
On June 9, 1997, Armor Holdings, Inc. (the "Company") acquired 50% of
the issued ordinary share capital of Gorandel Trading Limited (the "GTL
Shares"), a corporation organized under the laws of Cyprus ("GTL") for an
aggregate purchase price of $2.37 million. DSL (Overseas) Limited ("DSL
Overseas"), an indirect wholly-owned subsidiary of the Company, owns the other
50% of the issued ordinary share capital of GTL. Upon consummation of the
acquisition, the Company owned (either directly or through subsidiaries) all of
the issued and outstanding ordinary share capital of GTL. GTL provides
specialized security services throughout Russia and Central Asia. These
security services encompass detailed threat assessments, security planning,
security training, the provision, training and supervision of specialist
manpower and other services.
The Company acquired the GTL Shares pursuant to the terms of a Share
Acquisition Agreement dated June 9, 1997 between the Company, Strontian
Holdings Limited ("Strontian"), Alpha-A Limited ("Alpha-A") and others (the
"Purchase Agreement"). In connection with the transactions contemplated by the
Purchase Agreement, the Company, among other things, acquired the GTL Shares
from Strontian and members of its management in exchange for: (i) 28,794 shares
of the Company's common stock, $.01 par value per share (the "Common Stock")
valued at approximately $300,000; (ii) $470,000 in cash paid at closing; and
(iii) $600,000 in cash to be paid on September 30, 1997, subject to the
satisfaction of certain conditions. In addition, pursuant to an agreement dated
June 9, 1997 between the Company and certain members of senior management of
GTL (the "Additional Agreement"), the Company delivered an additional $100,000
in cash at closing and 86,382 shares of Common Stock valued at $900,000 to the
senior management of GTL.
As part of the Company's acquisition of GTL, Defence Systems Limited
("Defence Systems"), a corporation incorporated under the laws of the United
Kingdom and an indirect wholly-owned subsidiary of the Company, agreed to make
available to Strontian a loan of $200,000, subject to the satisfaction of
certain conditions (the "Strontian Loan"). The Strontian Loan carries interest
at a rate equal to LIBOR plus 2% per annum. The Strontian Loan shall be repaid
on the date falling six calendar months from the date Strontian borrows money
under the Strontian Loan. Amounts owed by Strontian under the Strontian Loan
may be offset by certain sums which may be due to Strontian from the Company
pursuant to the terms of the Purchase Agreement. As security for the Strontian
Loan, Strontian and certain members of Strontian management pledged the
28,794 shares of Common Stock received pursuant to the terms of the Purchase
Agreement.
The cash portion of the GTL acquisition was funded from working
capital of the Company.
2
The foregoing description of the Purchase Agreement, the Additional
Agreement and the transactions contemplated thereby is not intended to be
complete and is qualified in its entirety by the complete texts of such
agreements included as exhibits to this Form 8-K. Capitalized terms not
otherwise defined shall have their respective meanings as set forth in such
agreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) Financial Statements and Pro Forma Financial Information.
It is impracticable at this time for the Company to provide the
financial statements that may be required to be included herein. The Company
hereby undertakes to file such required financial statements and pro forma
financial information as soon as practicable, but in no event later than August
25, 1997.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K.
EXHIBIT DESCRIPTION
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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.
3
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.
4
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/ Jonathan M. Spiller
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Jonathan M. Spiller
President and Chief Executive Officer
Dated: June 24, 1997
5
EXHIBIT INDEX
The following exhibits are filed herewith:
EXHIBIT DESCRIPTION
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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.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 9/30/97 | | 2 |
| | 8/25/97 | | 3 |
Filed on: | | 6/24/97 | | 5 |
For Period End: | | 6/9/97 | | 1 | | 6 | | | 8-K/A |
| List all Filings |
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