Edgar Filing: ARMOR HOLDINGS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in charter)

DELAWARE 3842, 7381 59-3392443

(State or other jurisdiction (Primary Standard Industrial (I.R.S.Employer
of incorporation or organization) Classification Code Numbers) Identification No.)

1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250
(904) 741-5400

(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)

WARREN B. KANDERS, CHAIRMAN OF THE BOARD OF DIRECTORS
ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FL 32250
(904) 741-5400

(Name, Address, including zip code and telephone offices number, including
area code, of agent for service of process)
with copies to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 541-6222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: from time
to time after this registration statement becomes effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
---------------- ---------- -------- -------- ----------------

Common Stock, $.01
par value 3,000,000 $20.925 $62,775,000 $15,750
========= ========= ------- ----------- -------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low
sale prices for the Common Stock on the New York Stock Exchange on
September 25, 2001.

The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a) may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2001

PROSPECTUS

3,000,000 SHARES

ARMOR HOLDINGS, INC.

COMMON STOCK

This prospectus is part of a registration statement that we filed with
the SEC utilizing a shelf registration process. Under this process we may offer,
issue and sell, from time to time, up to 3,000,000 shares of our common stock in
connection with acquisitions of or investments in other businesses or assets.
These acquisitions of or investments in businesses or assets will be made at
negotiated prices. The total number of shares issued to consummate any of these
acquisitions or investments will depend on the prevailing market price of our
common stock at the time of the acquisition or investment. We may also issue
shares of common stock at a later time, upon the exercise or conversion of other
securities that we may issue or assume in connection with acquisitions, such as
options, warrants, convertible notes or other similar instruments. With our
consent, this prospectus may also be used by the persons owning or controlling
the business or properties we acquire to sell the shares they receive from us to
the public. If this happens, we will not receive any proceeds from the sale of
such shares.

We do not expect to pay underwriting discounts or commissions with
respect to the shares covered by this prospectus. However, we may pay finders'
fees to anyone who assists us in finding securities, businesses or assets to
acquire. Anyone to whom we pay a finders' fee may be considered an "underwriter"
under the Securities Act of 1933.

Our common stock is traded on the New York Stock Exchange under the
symbol "AH." On November 26, 2001, the closing market price of our common stock
was $22.75 per share.

INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. YOU SHOULD SEE
THE "RISK FACTORS" BEGINNING ON PAGE 1 FOR A DISCUSSION OF CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SEC OR ANY STATE SECURITIES COMMISSION DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is ____________, 2001

TABLE OF CONTENTS

Page

Risk Factors..................................................... 1
Armor Holdings, Inc.............................................. 7
Acquisition Program.............................................. 8
Incorporation of Certain Documents by Reference.................. 8
Where You Can Find More Information.............................. 9
Special Note Regarding Forward Looking Statements................ 10
Terms of Specific Acquisitions................................... 10
Selling Stockholders............................................. 10
Use of Proceeds.................................................. 11
Dividend Policy.................................................. 11
Legal Matters.................................................... 11
Experts.......................................................... 11

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS.
THIS INFORMATION IS AVAILABLE TO YOU WITHOUT CHARGE UPON WRITTEN REQUEST TO OUR
CORPORATE SECRETARY, C/O ARMOR HOLDINGS, INC., 1400 MARSH LANDING PARKWAY, SUITE
112, JACKSONVILLE, FLORIDA 32250, (904) 741-5400. TO OBTAIN TIMELY DELIVERY, YOU
SHOULD REQUEST THE INFORMATION AT LEAST FIVE BUSINESS DAYS BEFORE THE DATE ON
WHICH YOU MAKE YOUR INVESTMENT DECISION.

RISK FACTORS

Before you invest in our common stock, you should consider carefully the
following risk factors and cautionary statements. If any of the following risks
actually occur, our business, financial condition or results of operation may
suffer. As a result, the trading price of our common stock could decline
significantly.

RISKS RELATED TO OUR INDUSTRY

THE PRODUCTS WE SELL ARE INHERENTLY RISKY AND COULD GIVE RISE TO PRODUCT
LIABILITY CLAIMS.

The products we manufacture are used in applications where the failure to
use such products for their intended purposes, the failure to use them properly,
or their malfunction, could result in serious bodily injury or death. Our
products include: body armor designed to protect against ballistic and sharp
instrument penetration; less-lethal products such as less-lethal munitions,
pepper sprays, distraction devices and flameless expulsion grenades; various
models of police batons made of wood, alloy steel, acetate, aluminum and
polycarbonate products; vehicle and hard armoring systems; and police duty gear.

We are aware of claims against certain of our subsidiaries, of permanent
physical injury and death caused by self-defense sprays and other munitions
intended to be less-lethal. In addition, the manufacture and sale of certain
less-lethal products may be the subject of product liability claims arising from
the design, manufacture or sale of such goods. Based on our experience, we
believe that we maintain adequate insurance coverage under the circumstances.
However, we cannot assure you that this coverage would be sufficient to cover
the payment of any potential claim. In addition, we cannot assure you that this
or any other insurance coverage will continue to be available or, if available,
that we will be able to obtain it at a reasonable cost. Any material uninsured
loss could have a material adverse effect on our business, financial condition
and results of operations. In addition, the inability to obtain product
liability coverage would prohibit us from bidding for orders from certain
municipal customers since, at present, many municipal bids require such
coverage, and any such inability would have a material adverse effect on our
business, financial condition and results of operations.

THE SERVICES WE PROVIDE ARE INHERENTLY RISKY AND MAY SUBJECT US TO CLAIMS
SEEKING SUBSTANTIAL DAMAGES.

We provide security risk management services through our ArmorGroup
Services Division. These services are most in demand in areas of the world
encountering high levels of violence, unstable or chaotic political environments
and little or no effective local law enforcement authorities. As a result, our
management and employees are often located, and provide services, in hostile and
high risk environments characterized by political instability, emerging market
conditions and/or significant natural resources such as Africa, South America,
Southeast Asia, Central Asia, the Balkans and Russia. In addition, we operate in
locations where murders, kidnappings and attacks on facilities and installations
and terrorism are endemic. We cannot be certain whether parties will bring
lawsuits in the future alleging negligence or other theories of liability in the
provision of security services and seeking substantial amounts in damages. Based
on our experience, we believe that the insurance coverage that we maintain is
adequate under the circumstances. However, the success of such a lawsuit could
have a material adverse effect on our business, financial condition and results
of operations.

MANY OF OUR EMPLOYEES ARE LOCATED IN SITUATIONS WHERE THEY ARE SUBJECT TO
HEIGHTENED RISK OF PERSONAL HARM.

Our management and employees are often located in hostile and high risk
environments, including locations where murders, kidnappings and attacks on
persons are endemic. Any personal attacks on our personnel could materially
adversely effect our operations, particularly in the locations where such
attacks occur. Additionally, we may be subject to material claims from our
employees who are subject to physical harm or their beneficiaries.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OUR FAILURE OR INABILITY
TO COMPLY WITH THESE REGULATIONS COULD MATERIALLY RESTRICT OUR OPERATIONS AND
SUBJECT US TO SUBSTANTIAL PENALTIES.

We are subject to federal licensing requirements with respect to the sale
in foreign countries of certain of our products. In addition, we are obligated
to comply with a variety of federal, state and local regulations governing
certain aspects of our operations and workplace, including regulations
promulgated by, among others, the U.S. Departments of Commerce, State and
Transportation, the U.S. Environmental Protection Agency and the U.S. Bureau of
Alcohol, Tobacco and Firearms. Additionally, the failure to obtain applicable
governmental approval and clearances could adversely affect our ability to
continue to service the government contracts we maintain. Furthermore, we have
material contracts with governmental entities and are subject to rules,
regulations and approvals applicable to government contractors. We are also
subject to routine audits to assure our compliance with these requirements. Our
failure to comply with these contract terms, rules or regulations could expose
us to substantial penalties, including the loss of these contracts and
disqualification as a U.S. government contractor.

Like other companies operating internationally, we are subject to the
Foreign Corrupt Practices Act and other laws which prohibit improper payments to
foreign governments and their officials by U.S. and other business entities. We
operate in countries known to experience endemic corruption. Our extensive
operations in such countries creates the risk of an unauthorized payment by an
employee or agent of ours which would be in violation of various laws including
the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices
Act may result in severe criminal penalties which could have a material adverse
effect on our business, financial condition and results of operations.

WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND ASSETS AND ARE THEREFORE
SUBJECT TO ADDITIONAL FINANCIAL AND REGULATORY RISKS.

We have operations and assets in many parts of Africa, South America,
Southeast Asia, Central Asia, the Balkans and Russia. In addition, we sell our
services and products in other foreign countries and seek to increase our level
of international business activity. Accordingly, we are subject to various
risks, including: U.S.-imposed embargoes of sales to specific countries; foreign
import controls (which may be arbitrarily imposed and enforced); exchange rate
fluctuations; dividend remittance restrictions; expropriation of assets; war,
civil uprisings and riots; government instability; the necessity of obtaining
government approvals for both new and continuing operations; and legal systems
of decrees, laws, taxes, regulations, interpretations and court decisions that
are not always fully developed and that may be retroactively or arbitrarily
applied.

We may also be subject to unanticipated income taxes, excise duties, import
taxes, export taxes or other governmental assessments. In addition, payments to
us in our international markets are often in local currencies. Although most of
these currencies are presently convertible into U.S. dollars, we cannot be sure
that convertibility will continue. Even if currencies are convertible, the rate
at which they convert is subject to substantial fluctuation. Our ability to
transfer currencies into or out of local currencies may be restricted or
limited. Any of these events could result in a loss of business or other
unexpected costs which could reduce revenue or profits and have a material
adverse effect on our business, financial condition and results of operations.

We routinely operate in areas where local government policies regarding
foreign entities and the local tax and legal regimes are often uncertain, poorly
administered and in a state of flux. We cannot, therefore, be certain that we
are in compliance with, or will be protected by, all relevant local laws and
taxes at any given point in time. A subsequent determination that we failed to
comply with relevant local laws and taxes could have a material adverse effect
on our business, financial condition and results of operations.

TERRORISM MAY ADVERSELY AFFECT OUR ABILITY TO DELIVER PRODUCTS AND SERVICES TO
OUR CUSTOMERS.

Terrorist attacks, such as the attacks that occurred in New York and
Washington, D.C. on September 11, 2001, and other acts of violence or war may
make travel and transportation of our supplies and products more difficult and
expensive and ultimately affect the sales of our products, and delivery of our
services, in the United States and overseas. Additionally, as a result of
terrorism, the

United States may enter into an armed conflict that could adversely impact our
sales, supply chain, production capability and ability to deliver products and
services to our customers.

RISKS RELATED TO OUR BUSINESS

THERE ARE LIMITED SOURCES FOR SOME OF OUR RAW MATERIALS WHICH MAY SIGNIFICANTLY
CURTAIL OUR MANUFACTURING OPERATIONS.

The raw materials that we use in manufacturing ballistic resistant garments
and Up-Armored vehicles include: SpectraShield, a patented product of Honeywell,
Inc.; Z-Shield, a patented product of Honeywell, Inc.; Zylon, a patented product
of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont de Nemours Co.,
Inc. ("Du Pont"); and Twaron, a patented product of Akzo-Nobel Fibers, B.V. We
purchase these materials in the form of woven cloth from five independent
weaving companies. In the event Du Pont or its licensee in Europe cease, for any
reason, to produce and sell Kevlar, we would utilize these other ballistic
resistant materials as a substitute. However, none of Spectrashield, Twaron,
Z-Shield or Zylon is expected to become a complete substitute for Kevlar in the
near future. We enjoy a good relationship with our suppliers of Kevlar,
SpectraShield, Twaron, Z-Shield and Zylon. The use of Zylon and Z-Shield in the
design of ballistic resistant vests is a recent technological advancement that
is subject to continuing development and study. Toyobo is the only producer of
Zylon, and Honeywell is the only producer of Z-Shield. Should these materials
become unavailable for any reason, we would be unable to replace them with
materials of like weight and strength. Thus, if our supply of any of these
materials were cut off or if there were a material increase in the prices of
these materials, our manufacturing operations could be severely curtailed and
our business, financial condition and results of operations would be materially
adversely affected.

THE LOSS OF, OR A SIGNIFICANT REDUCTION IN, U.S. MILITARY BUSINESS WOULD HAVE A
MATERIAL ADVERSE EFFECT ON US.

U.S. military contracts account for a significant portion of the business
of the Armor Mobile Security Division. The U.S. military funds these contracts
in annual increments, and the contracts require subsequent authorization and
appropriation that may not occur or that may be for less than the total amount
of the contract. Changes in the U.S. military's budget, spending allocations,
and the timing of such spending, could adversely affect our ability to receive
future contracts. Also the U.S. military generally has the right to cancel its
contracts unilaterally, at its convenience.

WE ARE DEPENDENT ON A SINGLE SUPPLIER OF COMPONENTS FOR UP-ARMORED HMMWVS AND
WILL NOT BE ABLE TO DELIVER UP-ARMORED HMMWVS IF OUR SUPPLY IS INTERRUPTED.

The Armor Mobile Security Division is the sole-source provider to the U.S.
military for the supply of armoring and blast protection systems for the HMMWV.
Up-Armored HMMWVs accounted for approximately one-third of the sales of the
Armor Mobile Security Division during the twelve months ended June 30, 2001.
These HMMWVs are manufactured by AM General Corporation under separate U.S.
military contracts. Should deliveries of HMMWVs be significantly interrupted, or
should other single source suppliers significantly interrupt deliveries of
components for Up-Armored HMMWVs, we will not be able to deliver Up-Armored
HMMWVs to the U.S. military on schedule, which could have a material adverse
effect on us.

OUR RESOURCES MAY BE INSUFFICIENT TO MANAGE THE DEMANDS IMPOSED BY OUR GROWTH.

We have rapidly expanded our operations, and this growth has placed
significant demands on our management, administrative, operating and financial
resources. The continued growth of our customer base, the types of services and
products offered and the geographic markets served can be expected to continue
to place a significant strain on our resources. In addition, we cannot easily
identify and hire personnel qualified both in the provision and marketing of our
security services and products. Our future performance and profitability will
depend in large part on: our ability to attract and retain additional management
and other key personnel; our ability to implement successful enhancements to

our management, accounting and information technology systems; and our ability
to adapt those systems, as necessary, to respond to growth in our business.

MANY OF OUR CUSTOMERS HAVE FLUCTUATING BUDGETS WHICH MAY CAUSE SUBSTANTIAL
FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.

Customers for our products include military, law enforcement and other
governmental agencies. Government tax revenues and budgetary constraints, which
fluctuate from time to time, can affect budgetary allocations for these
customers. Many domestic and foreign government agencies have in the past
experienced budget deficits that have led to decreased spending in certain
areas. Our results of operations may be subject to substantial period-to-period
fluctuations because of these and other factors affecting spending. A reduction
of funding for military, law enforcement and other governmental agencies could
have a material adverse effect on our business, financial condition and results
of operations.

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY.

We are dependent upon a variety of methods and techniques that we regard as
proprietary trade secrets. We are also dependent upon a variety of trademarks,
service marks and designs to promote brand name development and recognition. We
rely on a combination of trade secrets, copyright, patent, trademark, unfair
competition and other intellectual property laws as well as contractual
agreements to protect our rights to such intellectual property. Due to the
difficulty of monitoring unauthorized use of and access to intellectual
property, however, such measures may not provide adequate protection. In
addition, there can be no assurance that courts will always uphold our
intellectual property rights, or enforce the contractual arrangements that we
have entered into to protect our proprietary technology. Any unenforceability or
misappropriation of our intellectual property could have a material adverse
effect on our business, financial condition and results of operations. In
addition, if we bring or become subject to litigation to defend against claimed
infringement of our rights or of the rights of others or to determine the scope
and validity of our intellectual property rights, such litigation could result
in substantial costs and diversion of our resources which could have a material
adverse effect on our business, financial condition and results of operations.
Unfavorable results in such litigation could also result in the loss or
compromise of our proprietary rights, subject us to significant liabilities,
require us to seek licenses from third parties, or prevent us from selling our
products which could have a material adverse effect on our business, financial
condition and results of operations.

WE MAY BE UNABLE TO COMPLETE OR INTEGRATE ACQUISITIONS AND AS A RESULT MAY INCUR
UNANTICIPATED LIABILITIES OR OPERATIONAL DIFFICULTIES.

We intend to grow through the acquisition of businesses and assets that
will complement our current businesses. We cannot be certain that we will be
able to complete attractive acquisitions, obtain financing for acquisitions on
satisfactory terms or successfully acquire identified targets. We may not be
successful in integrating acquired businesses into our existing operations.
Integration may result in unanticipated liabilities or unforeseen operational
difficulties, which may be material, or require a disproportionate amount of
management's attention. Acquisitions may result in our incurring additional
indebtedness or issuing preferred stock or additional common stock. Competition
for acquisition opportunities in the industry may rise, thereby increasing our
cost of making acquisitions or causing us to refrain from making further
acquisitions. In addition, the terms and conditions of our credit facility
impose restrictions on us that, among other things, may restrict our ability to
make acquisitions.

WE MAY BE ADVERSELY AFFECTED BY APPLICABLE ENVIRONMENTAL LAWS.

We are subject to federal, state, and local laws and regulations governing
the protection of the environment, including those regulating discharges to the
air and water, the management of wastes, and the control of noise and odors. We
cannot assure you that we are at all times in complete

compliance with all such requirements. Like all companies, we are subject to
potentially significant fines or penalties if we fail to comply with
environmental requirements. Environmental requirements are complex, change
frequently, and could become more stringent in the future. Accordingly, we
cannot assure you that these requirements will not change in a manner that will
require material capital or operating expenditures or will otherwise have a
material adverse effect on us in the future. We are also subject to
environmental laws requiring the investigation and clean-up of environmental
contamination. We may be subject to liability, including liability for clean-up
costs, if contamination is discovered at one of our current or former facilities
or at a landfill or other location where we have disposed wastes. The amount of
such liability could be material. We use Orthochlorabenzalmalononitrile and
Chloroacetophenone chemical agents in connection with our production of tear
gas. These chemicals are hazardous, and could cause environmental damage if not
handled and disposed of properly.

RISKS RELATED TO OUR SECURITIES

ONE STOCKHOLDER HAS THE ABILITY TO SIGNIFICANTLY INFLUENCE THE ELECTION OF OUR
DIRECTORS AND THE OUTCOME OF CORPORATE ACTION REQUIRING STOCKHOLDER APPROVAL.

Warren B. Kanders is the sole stockholder of Kanders Florida Holdings, Inc.
Kanders Florida Holdings, Inc. and Mr. Kanders beneficially own 3,177,855 shares
or approximately 12.79% of the outstanding shares of our common stock. In
addition, our officers and directors, including Mr. Kanders, beneficially own an
aggregate of 5,351,301 shares, or approximately 20.32%, of the common stock.
Consequently, Mr. Kanders, as Chairman of the Board of Directors and as the sole
stockholder of Kanders Florida Holdings, Inc., together with our other officers
and directors, will have the ability to significantly influence the election of
our directors and the outcome of corporate actions requiring stockholder
approval, including a change in control.

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.

Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware corporations to which it applies
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. This provision could discourage others from bidding for our
shares and could, as a result, reduce the likelihood of an increase in our stock
price that would otherwise occur if a bidder sought to buy our stock.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

The market price for our common stock may be highly volatile. We believe
that a variety of factors, including announcements by us or our competitors,
quarterly variations in financial results, trading volume, general market trends
and other factors, could cause the market price of our common stock to fluctuate
substantially. Additionally, the market in general, and our common stock in
particular, may be subject to increased volatility due to the recent terrorist
attacks in New York and Washington, D.C. and any resulting conflicts.
Additionally, due to our relatively modest size, our winning or losing a large
contract may have the effect of distorting our overall financial results.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

As part of our acquisition strategy, we anticipate issuing additional
shares of our common stock. To the extent that we are able to grow through
acquisitions for stock, the number of outstanding shares of common stock that
will be eligible for sale in the future is likely to increase

substantially. Persons receiving shares of our common stock in connection with
these acquisitions may be more likely to sell large quantities of their common
stock that may influence the price of our common stock. In addition, the
potential issuance of additional shares in connection with anticipated
acquisitions could lessen demand for our common stock and result in a lower
price than would otherwise be obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED WHEN ADDITIONAL SHARES ARE SOLD.

If our stockholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. These sales
might make it more difficult for us to sell equity or equity-related securities
in the future at a time and price that we deem appropriate and may require us to
issue greater amounts of our common stock to finance such acquisition.
Additional shares sold to finance acquisitions may dilute our earnings per share
if the new operations' earnings are disappointing.

WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS.

We currently do not intend to pay any cash dividends on our common stock.
We currently intend to retain any earnings for working capital, repayment of
indebtedness, capital expenditures and general corporate purposes. Our credit
facility contains restrictions on our ability to pay dividends or make other
distributions.

ARMOR HOLDINGS, INC.

We are a leading manufacturer and provider of security products, vehicle
armor systems and security risk management services. Our products and services
are used by military, law enforcement, security and corrections personnel
throughout the world, as well as governmental agencies, multinational
corporations and non-governmental organizations. Our company is organized and
operated under three business segments: Armor Holdings Products; Armor Mobile
Security; and ArmorGroup Services.

Armor Holdings Products. Our Armor Holdings Products Division manufactures
and sells a broad range of high quality branded law enforcement equipment, such
as tactical armor, hard armor, duty gear, less-lethal munitions, anti-riot
products, police batons, forensic products and weapon maintenance products. Our
products are marketed under brand names that are well-known and respected in the
military and law enforcement communities such as American Body Armor,
Safariland, Defense Technology, Federal Laboratories, MACE (Registered
Trademark) , PROTECH, NIK (Registered Trademark) Public Safety, Break-Free,
Monadnock Lifetime Products and Lightning Powder. We sell our manufactured
products primarily to law enforcement agencies through a worldwide network of
over 500 distributors and sales agents including approximately 350 in the United
States. Our extensive distribution capabilities and commitment to customer
service and training have enabled us to become a leading provider of security
equipment to law enforcement agencies. We believe there are significant
opportunities to grow our manufacturing business through the acquisition and
development of new product lines, expansion into new territories and further
development of sales to specialized government and military agencies. In
addition, we believe that consistent demand for our premium products at
attractive margins will continue because our products are critical to the safety
and effectiveness of our customers.

Armor Mobile Security. Our Armor Mobile Security Division manufactures and
installs ballistic and blast protected armoring systems for military vehicles,
commercial vehicles, military aircraft and missile components. Under the brand
name O'Gara-Hess & Eisenhardt, we are the sole-source provider to the U.S.
military for the supply of armoring and blast protection systems for the HMMWV.
We have also entered into an agreement to provide the U.S. military with certain
maintenance services with respect to its HMMWVs. Additionally, the Armor Mobile
Security Division has been subcontracted to develop a ballistically armored and
sealed truck cab for HIMARS, a program currently in development for the U.S.
Army, and also markets armor sub-systems for other tactical wheeled vehicles. We
armor a variety of commercial vehicles, including limousines, sedans, sport
utility vehicles, commercial trucks and cash-in-transit vehicles, to protect
against varying degrees of ballistic and blast threats.

ArmorGroup Services. Our ArmorGroup Services Division provides a broad
range of sophisticated security risk management solutions to multinational
corporations in diverse industries such as natural resources, financial services
and consumer products, and to governmental and non-governmental agencies such as
the U.S. Departments of State and Defense, the United Nations and CARE
International. Our clients typically have personnel and other investments in
unstable and often violent areas of the world. Through our offices on five
continents, we provide our multinational clients with a diversified portfolio of
security solutions to assist them in mitigating risks in their operations around
the world. Our highly trained, multilingual and experienced security personnel
work closely with our clients to create and implement solutions to complex
security problems. These services include security planning, advice and
management, security systems integration, intellectual property, asset
protection, due diligence investigations and training programs in
counterintelligence, countersurveillance, advanced driving techniques and
ballistics. We believe that many of our security services, while often
representing a small portion of our clients' overall cost of doing business, are
critical to our clients' success. We believe that this creates a consistent
demand for our premium services at attractive margins.

Our principal executive office is at 1400 Marsh Landing Parkway, Suite
112, Jacksonville, FL 32250. Our telephone number is (904) 741-5400.

ACQUISITION PROGRAM

Since January 1996, we have pursued a strategy of growth through
acquisition of businesses and assets that complement our existing businesses. We
seek to capitalize on the growth in demand for security services and products
through, among other things, the pursuit of strategic acquisitions and continued
global expansion.

We intend to continue to pursue selective acquisitions to enhance our
position in our current markets, to acquire operations in new markets, to
acquire operations that will broaden the range of products and scope of services
which we can provide and to make our existing operating infrastructure more
efficient. In seeking and reviewing acquisition opportunities, we will consider,
among other things, the quality of the product or service of the acquisition
candidate, the competitive climate, the quality of the management, our ability
to further leverage its distribution network and service its client base
following an acquisition, the opportunity to improve or enhance operating
results and other factors. We seek acquisition candidates worldwide, including
areas that are not currently served or are under-served in the types of products
and services we offer. In addition, we may make acquisitions of businesses or
assets that are unrelated to our existing business if we determine that such
acquisition would be beneficial.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate" into this prospects information that
we file with the SEC in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. Any information that we incorporate by reference is considered part
of this prospectus. The documents and reports that we list below are
incorporated by reference into this prospectus. In addition, all documents and
reports which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act after the date of this prospectus are also incorporated
by reference in this prospectus as of the respective filing dates of these
documents and reports. Statements contained in these documents that we file with
the SEC

and are incorporated by reference in this prospectus, automatically update and
supersede information contained in this prospectus, to the extent the new
information differs from or is inconsistent with the old information.

We have filed the following documents with the SEC. These documents are
incorporated into this prospectus by reference:

(1) our annual report on Form 10-K for the year ended December 31,
2000;

(2) our quarterly reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001;

(3) our current reports on Form 8-K filed on April 27, 2001,
August 22, 2001, August 23, 2001, September 7, 2001 and
November 27, 2001;

(4) our definitive proxy on Schedule 14A filed on May 2, 2001; and

(5) the description of our common stock contained in our
registration statement on Form 8-A filed on April 29, 1999,
including any amendments or reports filed for the purpose of
updating that description.

We will provide any person to whom a copy of this prospectus is
delivered, on written or oral request, a copy of any or all of the documents
incorporated by reference, other than exhibits to those documents unless
specifically incorporated by reference. You should direct any request for
documents to our Corporate Secretary, c/o Armor Holdings, Inc., 1400 Marsh
Landing Parkway, Suite 112, Jacksonville, Florida 32250, (904) 741-5400.

IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS INFORMATION
NO LATER THAN FIVE BUSINESS DAYS BEFORE THE DATE ON WHICH YOU MUST MAKE YOUR
INVESTMENT DECISION.

You should rely only on the information contained in this document,
including information incorporated by reference as described above, or any
supplement that we have referred you to. We have not authorized anyone else to
provide you with different information. This prospectus may only be used where
it is legal to offer and sell these securities and by persons to whom we are
permitted to offer and sell these securities. The information in this prospectus
may only be accurate on the date of this prospectus. The information in
documents incorporated by reference may only be accurate as of their filing
date.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other documents with the
Securities and Exchange Commission. You may read and copy any document we file
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the SEC's regional office located
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may request
copies of these documents by writing to the SEC and paying a fee for the copying
costs. You may also call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. The SEC also maintains a Web site
(http://www.sec.gov) that contains our annual, quarterly and special reports,
proxy and information statements.

This prospectus is part of a registration statement we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at any address
listed above or from the SEC's Internet site.

SPECIAL NOTE REGARDING FORWARD LOOKING AND CAUTIONARY STATEMENTS

Except for the historical information and discussions, statements
contained in this prospectus may constitute "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks, uncertainties and other factors that could
cause actual results to differ materially, including, but not limited to, our
failure to continue to develop and market new and innovative products and
services and to keep pace with technological change; competitive pressures;
failure to obtain or protect intellectual property rights; the ultimate effect
of various domestic and foreign political and economic issues on our business,
financial condition or results of operations; quarterly fluctuations in revenues
and volatility of stock prices; contract delays; cost overruns; our ability to
attract and retain key personnel; currency and customer financing risks;
dependence on certain suppliers; changes in the financial or business condition
of our distributors or resellers; our ability to successfully manage
acquisitions, alliances and integrate past and future business combinations;
regulatory, legal, political and economic changes and other risks, uncertainties
and factors inherent in our business.

Before you invest in our common stock, you should be aware that the
occurrence of the events described in the section captioned "Risk Factors" and
otherwise discussed elsewhere in this prospectus or in materials incorporated in
this prospectus by reference to our other filings with the Securities and
Exchange Commission, could have a material adverse affect on our business,
financial condition and results of operation.

TERMS OF SPECIFIC ACQUISITIONS

We will determine the consideration for and other terms and conditions
of specific acquisition transactions following negotiations with the owners or
controlling persons of the company, business, interest or asset to be acquired.
We anticipate that the consideration will consist of shares of common stock, and
may also include cash, notes or other evidences of debt, guarantees, assumption
of liabilities or a combination thereof, as determined from time to time by
negotiations with the owners or controlling persons, subject to the approval and
authorization of our Board of Directors. We also anticipate that shares of
common stock issued in any such transactions will be valued at a price
reasonably related to the current market value of the common stock either at the
time the terms of the transaction are agreed upon or at or about the time of
closing, or during the period or periods prior to delivery of the shares.
However, shares of common stock may be issued at a premium over or discount from
the then current market value of the common stock as reflected on the New York
Stock Exchange.

Under current NYSE rules, we may not issue Common Stock equal to 20% or
more of the then outstanding common stock in connection with any one acquisition
unless such issuance is approved by our stockholders.

SELLING STOCKHOLDERS

We have also prepared this prospectus, as we may amend or supplement it
if appropriate, for use by the persons, and their pledgees, donees, transferees
or other successors in interest, who receive shares of our common stock in
acquisitions covered by this prospectus. We refer to these persons as selling
stockholders. Selling stockholders may not use this prospectus to reoffer any
shares without first obtaining our prior written consent. We may condition our
consent on the agreement by the selling stockholders that they not offer or sell
more than a specified number of shares and that they only do so following the
filing of any required supplements or amendments to this prospectus or such
other conditions which we may determine. The selling stockholder will act
independently of us in making decisions with respect to the timing, manner and
size of each sale. Selling stockholders may resell shares on the New York Stock
Exchange (or any other exchange on which

our common stock may be listed), in block transactions or private transactions
or otherwise, pursuant to underwriting agreement, or otherwise through brokers
or dealers. We will not receive any proceeds from sales by selling stockholders.

The selling stockholders and any underwriter or broker dealer retained
by the selling stockholder may be deemed to be underwriters within the meaning
the Securities Act. Any profits that the selling stockholders realize and the
compensation they pay to any broker-dealer may be deemed to be underwriting
discounts and commissions.

When resales are to be made through a broker or dealer, a member firm
of the NASD may be engaged to act as the selling stockholders' agent in the sale
of shares by such selling stockholders. We anticipate that the commission paid
to the member firm will be the normal commission (including negotiated
commissions to the extent permissible). Sales of shares by the member firm may
be made on the New York Stock Exchange or any other exchange on which our common
stock may be listed or traded from time to time, at prices related to prices
then prevailing or at negotiated prices. Such sales may be by block trade.

In lieu of making sales through use of this Prospectus, Selling
Stockholders may also make sales of the shares covered by this Prospectus
pursuant to Rule 144 or Rule 145(d) under the Securities Act, to the extent that
the provisions of such rules are applicable.

A prospectus supplement, if required, will be filed under Rule 424(b)
under the Securities Act, disclosing the name of the selling stockholder, the
participating securities firm, if any, the number and kind of securities
involved and other details of such resale to the extent appropriate.

USE OF PROCEEDS

This prospectus relates to common stock of Armor Holdings, Inc. which
may be offered and issued by us from time to time in connection with
acquisitions of or investments in other businesses or assets. Other than the
businesses or assets acquired, there will be no proceeds to us from these
offerings. We will not receive any proceeds from the sale of any shares by any
Selling Stockholder.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock for the last
two fiscal years, and do not intend to pay any for the foreseeable future. We
expect to continue to retain any earnings for working capital, repayment of
indebtedness, capital expenditures and general corporate purposes. In addition,
our credit facility restricts the payment of dividends on our common stock.

LEGAL MATTERS

The validity of the common stock will be passed upon for us by Kane
Kessler, P.C., 1350 Avenue of the Americas, New York, New York 10019. Robert L.
Lawrence, a member of Kane Kessler, P.C., owns 5,000 shares of Common Stock.

EXPERTS

The Consolidated Financial Statements incorporated in this prospectus
by reference to the Annual Report on Form 10-K, as amended, for the year ended
December 31, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent certified public accountants,

given on the authority of said firm as experts in auditing and accounting.

The audited combined financial statements of The Security Products and
Services Group as of December 31, 1999 and 2000 and for each of the three years
in the period ended December 31, 2000, incorporated by reference in this
prospectus and elsewhere in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
report. Reference is made to said report, which includes an explanatory
paragraph with respect to the change in the method of accounting for costs of
start-up activities in the first quarter of 1999, as discussed in Note 2(o) to
the combined financial statements. The audited combined financial statements
referred to above are included herein in reliance upon the authority of said
firm as experts in giving said report.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") makes provision for the indemnification of officers and directors
of corporations in terms sufficiently broad to indemnify our officers and
directors under certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.

As permitted by the DGCL, our Charter provides that, to the fullest
extent permitted by the DGCL, no director shall be liable to the Company or to
its stockholders for monetary damages for breach of his fiduciary duty as a
director. Delaware law does not permit the elimination of liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
to the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

Our Charter provides that we may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful.

Our Charter also provides that we may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Company unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Our Charter also provides that to the extent a director or officer of
the Company has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for in the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
Company

II-1

may purchase and maintain insurance on behalf of a director or officer of the
Company against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the Company
would have the power to indemnify him against such liabilities under the
provisions of Section 145 of the BGCL.

ITEM 21. EXHIBITS.

Exhibit No. Description
----------- -----------

5.1 Opinion of Kane Kessler PC
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.4 Consent of Kane Kessler PC (included in Exhibit 5.1)
24.1 Power of Attorney of Certain Signatories (previously filed)

ITEM 22. UNDERTAKINGS

The Company hereby undertakes

1. To file, during any period in which it offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of the
Registration Fee" table in the effective registration statement; and

(iii) To include any material information to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time to be the initial bona fide offering.

3. To remove from registration by means of a post-effective amendment
the securities which remain unsold at the termination of the offering.

4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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5. That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form.

6. That every prospectus (i) that is filed pursuant to paragraph 5
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

7. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

8. To respond to requests for information that is incorporated by
reference into the prospectus pursuant to items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.

9. To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired therein, that was not
the subject of an included in the registration statement when it became
effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 27, 2001.

ARMOR HOLDINGS, INC.

By: /s/ Warren B. Kanders
-----------------------------------------
Warren B. Kanders
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 27, 2001.

Signature Title

/s/ Warren B. Kanders Chairman of the Board of Directors
-------------------------
Warren B. Kanders

* President, Chief Executive Officer and Director
------------------------- (Principal Executive Officer)
Jonathan M. Spiller

* Executive Vice President, Chief Financial Officer
------------------------- (Principal Accounting Officer)
Robert R. Schiller

* Director
-------------------------
Burtt R. Ehrlich

* Director
-------------------------
Nicholas Sokolow

* Director
-------------------------
Thomas W. Strauss

* Director
-------------------------
Alair A. Townsend

* Director
-------------------------
Stephen B. Salzman

*By /s/ Warren B. Kanders
---------------------
Warren B. Kanders
Attorney-in-fact

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EXHIBIT INDEX

Exhibit No. Description
----------- -----------