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Armor Holdings Inc – ‘8-K’ for 6/9/97

As of:  Tuesday, 6/24/97   ·   For:  6/9/97   ·   Accession #:  950136-97-767   ·   File #:  1-11667

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

 6/24/97  Armor Holdings Inc                8-K:2,7     6/09/97   11:209K                                   Capital Systems 01/FA

Current Report   —   Form 8-K
Filing Table of Contents

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 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2. Acquisition or Disposition of Assets
3Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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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 ------------------------------- 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)
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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
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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 ------- ----------- 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
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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
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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 ---------------------------------------- Jonathan M. Spiller President and Chief Executive Officer Dated: June 24, 1997 5
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EXHIBIT INDEX The following exhibits are filed herewith: 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.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
9/30/972
8/25/973
Filed on:6/24/975
For Period End:6/9/97168-K/A
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Filing Submission 0000950136-97-000767   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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