SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
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ARMOR HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FLORIDA 32250
APRIL 30, 2003
To Our Stockholders:
On behalf of the Board of Directors of Armor Holdings, Inc., I cordially
invite you to attend the Annual Meeting of Stockholders to be held on Tuesday,
June 24, 2003, at 10:00 A.M., New York City time, at The Metropolitan Club, One
East 60th Street, New York, New York 10022.
The accompanying Notice of Meeting and Proxy Statement cover the details of
the matters to be presented.
A copy of the 2002 Annual Report is included in this mailing.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, I URGE THAT YOU
PARTICIPATE BY COMPLETING AND RETURNING YOUR PROXY AS SOON AS POSSIBLE. YOUR
VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. RETURNING YOUR PROXY CARD
WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE
ANNUAL MEETING.
Cordially,
ARMOR HOLDINGS, INC.
Warren B. Kanders
Chief Executive Officer
ARMOR HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 2003
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of the Stockholders,
and any adjournments or postponements thereof, of Armor Holdings, Inc., which
will be held on Tuesday, June 24, 2003, at 10:00 A.M., New York City time, at
The Metropolitan Club, One East 60th Street, New York, New York 10022, for the
following purposes:
1. To elect six members to serve on the Board of Directors until the next
annual meeting of stockholders and until their successors are duly
elected and qualified (Proposal 1);
2. To ratify the appointment of PricewaterhouseCoopers LLP as Armor
Holdings, Inc.'s independent auditors for the fiscal year ending
December 31, 2003 (Proposal 2); and
3. To transact such other business as may properly be brought before the
meeting.
Stockholders of record at the close of business on April 28, 2003 are
entitled to notice of and to vote at the meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS COUNTED IF
YOU LATER DECIDE NOT TO ATTEND THE ANNUAL MEETING.
By order of the Board of Directors
Robert R. Schiller
Secretary
April 30, 2003
ARMOR HOLDINGS, INC.
1400 MARSH LANDING PARKWAY
SUITE 112
JACKSONVILLE, FLORIDA 32250
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
JUNE 24, 2003
INTRODUCTION
PROXY SOLICITATION AND GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are being furnished to
the holders of common stock, par value $.01 per share, of Armor Holdings, Inc.,
a Delaware corporation (which is sometimes referred to in this Proxy as "Armor
Holdings," "we," or "us"), in connection with the solicitation of proxies by our
Board of Directors for use at the Annual Meeting of Stockholders to be held on
Tuesday, June 24, 2003 at The Metropolitan Club, One East 60th Street, New York,
New York 10022, at 10:00 A.M., New York City time, and at any adjournments or
postponements thereof. This Proxy Statement and the Proxy Card are first being
sent to stockholders on or about April 30, 2003.
At the meeting, stockholders will be asked:
1. To elect six members to serve on the Board of Directors until the next
annual meeting of stockholders and until their successors are duly
elected and qualified (Proposal 1);
2. To ratify the appointment of PricewaterhouseCoopers LLP as Armor
Holdings, Inc.'s independent auditors for the fiscal year ending
December 31, 2003 (Proposal 2); and
3. To transact such other business as may properly be brought before the
meeting.
The Board of Directors has fixed the close of business on April 28, 2003 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting. Each such stockholder will be entitled to one vote for
each share of common stock held on all matters to come before the meeting and
may vote in person or by proxy authorized in writing.
Stockholders are requested to complete, sign, date and promptly return the
enclosed proxy card in the enclosed envelope. Proxies which are not revoked will
be voted at the meeting in accordance with instructions contained therein. If
the proxy card is signed and returned without instructions, the shares will be
voted FOR the election of each nominee for director named in this proxy
statement (Proposal 1) and FOR the ratification of the appointment of
PricewaterhouseCoopers LLP as our independent auditors (Proposal 2). A
stockholder who so desires may revoke his proxy at any time before it is voted
at the meeting by: (i) delivering written notice to us (attention: Corporate
Secretary); (ii) duly executing and delivering a proxy bearing a later date; or
(iii) casting a ballot at the meeting. Attendance at the meeting will not in and
of itself constitute a revocation of a proxy.
The Board of Directors knows of no other matters that are to be brought
before the meeting other than as set forth in the Notice of Meeting. If any
other matters properly come before the meeting, the persons named in the
enclosed form of proxy or their substitutes will vote in accordance with their
best judgment on such matters.
RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE
Only stockholders as of the close of business on April 28, 2003 (the
"Record Date") are entitled to notice of and to vote at the meeting. As of the
Record Date, there were 27,550,630 shares of our common stock outstanding and
entitled to vote, with each share entitled to one vote. See "Security Ownership
of Certain Beneficial Owners and Management."
REQUIRED VOTES
The presence at the Annual Meeting, in person or by duly authorized proxy,
of the holders of a majority of the outstanding shares of stock entitled to vote
constitutes a quorum for the transaction of business. Each share of Armor
Holdings stock entitles the holder to one vote on each matter presented for
shareholder action. The affirmative vote of a plurality of the votes cast in
person or by proxy is necessary for the election of directors (Proposal 1). The
affirmative vote of a majority of the votes cast in person or by proxy is
necessary for the approval and the ratification of the appointment of
independent auditors (Proposal 2).
An independent inspector of elections appointed by our transfer agent or us
will tabulate votes at the meeting. Since the affirmative vote of a plurality of
votes cast is required for the election of directors (Proposal 1), abstentions
and "broker non-votes" will have no effect on the outcome of such election.
Since the affirmative vote of a majority of the votes cast is necessary for the
ratification and approval of the appointment of independent auditors (Proposal
2), an abstention will have the same effect as a negative vote, but "broker
non-votes" will have no effect on the outcome of the vote.
Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from beneficial owners. If
specific instructions are not received, brokers may be precluded from exercising
their discretion, depending on the type of proposal involved. Shares as to which
brokers have not exercised discretionary authority or received
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instructions from beneficial owners are considered "broker non-votes," and will
be counted for purposes of determining whether there is a quorum.
PROXY SOLICITATION
Armor Holdings will bear the costs of the solicitation of proxies for the
meeting. Our directors, officers and employees may solicit proxies from
stockholders by mail, telephone, telegram, e-mail, personal interview or
otherwise. Such directors, officers and employees will not receive additional
compensation but may be reimbursed for out-of-pocket expenses in connection with
such solicitation. Brokers, nominees, fiduciaries and other custodians have been
requested to forward soliciting material to the beneficial owners of our common
stock held of record by them and such custodians will be reimbursed for their
reasonable expenses.
IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE STOCKHOLDERS'
INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU INTEND TO BE
PRESENT AT THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY TO ENSURE THAT
YOUR STOCK WILL BE REPRESENTED. IF YOU ARE PRESENT AT THE MEETING AND DESIRE TO
DO SO, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON BY GIVING WRITTEN NOTICE
TO THE SECRETARY OF ARMOR HOLDINGS, INC. PLEASE RETURN YOUR EXECUTED PROXY
PROMPTLY.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 28, 2003 certain information
regarding the beneficial ownership of the common stock outstanding by (i) each
person known to us to own 5% or more of the common stock, (ii) our directors,
(iii) our executive officers and (iv) our executive officers and directors as a
group. Unless otherwise indicated, each of the stockholders shown in the table
below has sole voting and investment power with respect to the shares
beneficially owned. Unless otherwise indicated, the address of each person named
in the table below is c/o Armor Holdings, Inc., 1400 Marsh Landing Parkway,
Suite 112, Jacksonville, Florida 32250.
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Amount and Nature of
Beneficial Ownership (1)
------------------------
Name Number Percentage
---- ------ ----------
T. Rowe Price Associates, Inc. (2) 3,033,700 11.0%
Westfield Capital Management Co. LLC (3) 2,956,000 10.7%
Warren B. Kanders and Kanders Florida Holdings, Inc. (4) 2,424,855 8.7%
Lord Abbett & Co. (5) 1,710,781 6.2%
Wellington Management Company, LLP (6) 1,609,200 5.8%
Burtt R. Ehrlich (7) 140,200 *
Nicholas Sokolow (8) 201,200 *
Thomas W. Strauss (9) 132,500 *
Alair A. Townsend (10) 104,416 *
Deborah Zoullas (11) - *
Robert R. Schiller (12) 230,674 *
Stephen E. Croskrey (13) 205,674 *
Jonathan M. Spiller (14) 995,480 3.5%
Stephen J. Loffler (15) - *
All executive officers and directors as a group (10 persons)(16) 4,434,999 15.1%
* Less than 1%.
(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct
the voting of, such security or (b) investment power which includes the
power to dispose, or to direct the disposition of, such security. In
addition, a person is deemed to be the beneficial owner of a security if
that person has the right to acquire beneficial ownership of such security
within 60 days.
(2) This information has been obtained from the Schedule 13G filed by T. Rowe
Price Associates, Inc. on February 3, 2003. The address of T. Rowe Price
Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.
(3) This information has been obtained from the Schedule 13G filed by Westfield
Capital Management Co. LLC on December 5, 2002. The address of Westfield
Capital Management Co. LLC is One Financial Center, Boston, MA 02111.
(4) Of such shares, Kanders Florida Holdings, Inc., of which Mr. Kanders is the
sole stockholder and sole director, owns 2,109,355 shares. Includes options
to purchase 312,500 shares of common stock. Excludes unvested restricted
stock awards of 110,447 shares granted to Mr. Kanders over which Mr.
Kanders does not have voting or dispositive power and unvested options to
purchase 485,000 shares of common stock. Also includes 3,000 shares held
for the benefit of Mr. Kanders' children.
(5) This information has been obtained from the Schedule 13G filed by Lord
Abbett & Co. on January 30, 2003. The address of Lord, Abbett & Co. is 90
Hudson Street, Jersey City, New Jersey 07302.
(6) This information has been obtained from Schedule 13G filed by Wellington
Management Company, LLP on February 14, 2003. The amount reported consists
of shares of common stock owned by clients of Wellington Management. The
address of Wellington Management is 75 State Street, Boston, MA 02109.
(7) Includes options to purchase 45,000 shares of common stock. Also includes
5,000 shares owned by Mr. Ehrlich's children and 6,500 shares in trust for
the benefit of his children, of which Mr. Ehrlich's spouse is trustee, of
which he disclaims beneficial ownership. Also includes 400 shares owned by
Mr. Ehrlich's spouse's individual retirement account of which Mr. Ehrlich
disclaims beneficial ownership.
(8) Includes options to purchase 120,000 shares of common stock. Also includes
60,000 shares owned by S.T. Investors Fund, LLC, a limited liability
company of which Mr. Sokolow is a member, 10,000 shares owned by Mr.
Sokolow's profit sharing plan and 11,200 shares held for the benefit of Mr.
Sokolow's children and of which Mr. Sokolow disclaims beneficial ownership.
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(9) Includes options to purchase 120,000 shares of common stock.
(10) Includes options to purchase 100,000 shares of common stock.
(11) Excludes unvested options to purchase 30,000 shares of common stock.
(12) Includes options to purchase 225,000 shares of common stock. Excludes
unvested restricted stock awards of 108,665 shares granted to Mr. Schiller
over which Mr. Schiller does not have voting or dispositive power and
unvested options to purchase 200,000 shares of common stock.
(13) Includes options to purchase 200,000 shares of common stock. Excludes
unvested restricted stock awards of 5,531 granted to Mr. Croskrey over
which Mr. Croskrey does not have voting or dispositive power and unvested
options to purchase 150,000 shares of common stock.
(14) Beneficial ownership reported for Mr. Spiller is as of April 8, 2003, the
day immediately preceding the date Mr. Spiller's employment was terminated,
and is based on the Form 4 filed by Mr. Spiller on September 18, 2002.
Includes options to purchase 664,191 shares of common stock. Also includes
20,000 shares owned by Mr. Spiller's children, of which Mr. Spiller
disclaims beneficial ownership. Excludes 115,363 unvested shares of
restricted stock. Mr. Spiller's address is 611 Ponte Vedra Boulevard, Unit
113, Ponte Vedra Beach, Florida 32082.
(15) Mr. Loffler resigned from his position with Armor Holdings on August 31,
2002. Beneficial ownership reported for Mr. Loffler is based on information
available to Armor Holdings.
(16) See footnotes (4) and (7-15). Includes shares beneficially held by Mr.
Spiller and Mr. Loffler, who are no longer employed by the Company.
We are not aware of any material proceedings to which any of our
directors, executive officers or affiliates or any security holder, including
any owner of record or beneficially of more than 5% of any class of our voting
securities, is a party adverse to us or has a material interest adverse to us.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Certificate of Incorporation and Bylaws provide that we may have
between three and fifteen directors, with such number to be fixed by the Board
of Directors. Effective at this time and for the purposes of the meeting, the
number of directors of Armor Holdings, as fixed by the Board of Directors, is
six.
Our directors are elected annually at the annual meeting of
stockholders. Their respective terms of office continue until the next annual
meeting of stockholders and until their successors have been elected and
qualified in accordance with our Bylaws. There are no family relationships among
any of our directors or executive officers.
Unless otherwise specified, each proxy received will be voted for the
election as directors of the six nominees named below to serve until the next
annual meeting of stockholders and until their successors shall have been duly
elected and qualified. Each of the nominees has consented to be named a nominee
in this proxy statement and to serve as a director if elected. Should any
nominee become unable or unwilling to accept a nomination or election, the
persons named in
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the enclosed proxy will vote for the election of a nominee designated by the
Board of Directors or will vote for such lesser number of directors as may be
prescribed by the Board of Directors in accordance with our Bylaws.
The following persons have been nominated as directors:
WARREN B. KANDERS, 45, has served as the Chairman of our board since
January 1996 and as our Chief Executive Officer since April 9, 2003. Mr. Kanders
has served as a member of the Board of Directors of Clarus Corporation since
June 2002 and as the Executive Chairman of Clarus Corporation's Board of
Directors since December 2002. From October 1992 to May 1996, Mr. Kanders served
as Vice Chairman of the board of Benson Eyecare Corporation. From June 1992 to
March 1993, Mr. Kanders served as the President and a director of Pembridge
Holdings, Inc.
BURTT R. EHRLICH, 63, has served as one of our directors since January
1996. Mr. Ehrlich has served as a member of the Board of Directors of Clarus
Corporation since June 2002 and as Chairman of the Board of Directors of Langer,
Inc. since February 2001. Mr. Ehrlich served as Chairman and Chief Operating
Officer of Ehrlich Bober Financial Corp. (the predecessor of Benson Eyecare
Corporation) from December 1986 until October 1992, and as a director of Benson
Eyecare Corporation from October 1992 until November 1995.
NICHOLAS SOKOLOW, 53, has served as one of our directors since January
1996. Mr. Sokolow has served as a member of the Board of Directors of Clarus
Corporation since June 2002. Mr. Sokolow has been a partner in the law firm of
Sokolow, Dunaud, Mercadier & Carreras since 1994. From June 1973 until October
1994, Mr. Sokolow was an associate and partner in the law firm of Coudert
Brothers.
THOMAS W. STRAUSS, 60, has served as one of our directors since May
1996. Mr. Strauss has served as a member of the Board of Directors of Langer,
Inc. since June 2002. Since 1995, Mr. Strauss has been a principal with Ramius
Capital Group, a privately held investment management firm. From June 1993 until
July 1995, Mr. Strauss was co-chairman of Granite Capital International Group,
an investment banking firm. From 1963 to 1991, Mr. Strauss served in various
capacities with Salomon Brothers Inc, an investment banking and brokerage firm,
including President and Vice-Chairman.
ALAIR A. TOWNSEND, 61, has served as one of our directors since
December 1996. Since February 1989, Ms. Townsend has been publisher of Crain's
New York Business, a business periodical. Ms. Townsend was a former governor of
the American Stock Exchange. Ms. Townsend served as New York City's Deputy Mayor
for Finance and Economic Development from February 1985 to January 1989.
DEBORAH ZOULLAS, 50, has served as one of our directors since
July 2002. Ms. Zoullas is a private investor. From December 1998 until December
2000, Ms. Zoullas served as the Executive Vice President of Sotheby's Holdings,
Inc. and during 2000 served on its Board of Directors. From 1974 until 1996, Ms.
Zoullas worked in various capacities within the Investment Banking Division of
Morgan Stanley & Co. Incorporated. Ms. Zoullas is an Advisory Director of
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Morgan Stanley, a member of the Advisory Board of The Stanford Business School,
a Director of the Helena Rubinstein Foundation and a member of the Executive
Committee of The Projects Committee of Memorial Sloan Kettering.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE ABOVE-NAMED
DIRECTOR NOMINEES.
INFORMATION CONCERNING MEETINGS OF THE BOARD OF DIRECTORS AND
BOARD COMMITTEES AND DIRECTOR COMPENSATION
During fiscal 2002, the Board of Directors held twelve meetings. The
Board of Directors has standing Audit, Compensation, Nominating and Option
Committees. During fiscal 2002, all of the directors then in office attended at
least 75% of the total number of meetings of the Board of Directors and the
Committees of the Board of Directors on which they served. The Compensation,
Nominating and Option Committees do not meet on a regular basis, but only as
circumstances require.
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to the Board of
Directors the appointment of independent auditors and to analyze the reports and
recommendations of such auditors. The committee also monitors the adequacy and
effectiveness of our financial controls and reporting procedures and the
performance of our internal audit staff and independent auditors. During fiscal
2002, the Audit Committee consisted of Ms. Townsend (Chairwoman), Mr. Sokolow,
Mr. Strauss and Ms. Zoullas. The Audit Committee met nine times during fiscal
2002.
COMPENSATION COMMITTEE
The purpose of the Compensation Committee is to recommend to the Board
of Directors the compensation and benefits of our executive officers and other
key managerial personnel. During fiscal 2002, the Compensation Committee
consisted of Messrs. Sokolow (Chairman) and Ehrlich. Although members of the
Compensation Committee held numerous informal discussions during fiscal 2002,
the Compensation Committee did not formally meet during fiscal 2002, and the
functions of the Compensation Committee were considered at and acted upon by the
entire Board of Directors during its meetings in fiscal 2002.
NOMINATING COMMITTEE
The purpose of the Nominating Committee is to identify, evaluate and
nominate candidates for election to the Board of Directors. The Nominating
Committee will consider nominees recommended by stockholders. The names of such
nominees should be forwarded to Robert R. Schiller, Secretary, Armor Holdings,
Inc., 1400 Marsh Landing Parkway Suite 112, Jacksonville, Florida 32250, who
will submit them to the committee for its consideration. During fiscal 2002, the
Nominating Committee consisted of Messrs. Kanders (Chairman) and Sokolow. The
Nominating Committee did not meet during fiscal 2002. The functions of the
Nominating
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Committee were considered at and acted upon by the entire Board of Directors
during its meetings in fiscal 2002.
OPTION COMMITTEE
The purpose of the Option Committee is to administer our stock option
plans, and to recommend to the Board of Directors awards of options to purchase
Armor Holdings common stock thereunder. During fiscal 2002, the Option Committee
consisted of Mr. Ehrlich (Chairman). The Option Committee did not meet during
fiscal 2002, however it acted on two occasions by written consent. Except as
indicated above, the functions of the Option Committee were considered at and
acted upon by the entire Board of Directors during its meetings in fiscal 2002.
COMPENSATION OF DIRECTORS
In 2002, our directors, other than Messrs. Kanders and Spiller who were
compensated pursuant to their employment agreements and Ms. Zoullas who was
granted an option to purchase 30,000 shares in connection with her appointment
to the Board, were each granted options to purchase 12,500 shares of our common
stock for their services as directors. Directors who are not employees of Armor
Holdings ("Non-Employee Directors") are compensated for their services as
directors through their participation in the 2002 Stock Incentive Plan. The
exercise price for all options granted to each Non-Employee Director under the
2002 Stock Incentive Plan is the closing price of our common stock on the date
of the grant as quoted on the composite tape of the New York Stock Exchange, or
on such exchange as our common stock may then be trading.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, or person nominated to become a
director or executive officer has, within the last five years: (i) had a
bankruptcy petition filed by or against, or a receiver, fiscal agent or similar
officer appointed by a court for, any business of such person or entity with
respect to which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (ii) been
convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) been
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities or practice; (iv) been found by a
court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission (the "Commission") or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Board of Directors has appointed an Audit Committee consisting of
four directors. Each of the members of the Audit Committee is "independent" as
defined under the New York Stock Exchange's listing standards and is financially
literate as that qualification is interpreted by the Board of Directors. The
Board of Directors has adopted a written charter with respect to the Audit
Committee's roles and responsibilities.
Management is responsible for Armor Holdings' internal controls and the
financial reporting process. The external auditor is responsible for performing
an independent audit of Armor Holdings' consolidated financial statements in
accordance with generally accepted auditing standards and to issue a report
thereon. The Audit Committee's responsibility is to monitor and oversee these
processes.
1. The Audit Committee has reviewed and discussed the audited
financial statements with management and with
PricewaterhouseCoopers LLP, our independent
auditors.
2. The Audit Committee has discussed with PricewaterhouseCoopers
LLP the matters required to be discussed by SAS 61
(Communications with Audit Committees).
3. The Audit Committee has received the written disclosures from
PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and has discussed with PricewaterhouseCoopers LLP
their independence.
4. Based on the reviews and discussions referred to in
paragraphs (1) through (3) above, the Audit Committee
recommended to the Board of Directors that the audited
financial statements be included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2002, for
filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
Alair A. Townsend (Chair)
Nicholas Sokolow
Thomas W. Strauss
Deborah Zoullas
AUDIT FEES
The aggregate fees billed by PricewaterhouseCoopers LLP, our principal
accountants, for professional services rendered for the audit of our annual
financial statements for the fiscal year ended December 31, 2002 and for the
review of the financial statements included in our quarterly reports on Form
10-Q for such fiscal year were approximately $896,847. In part due to the new
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requirements of the Sarbanes-Oxley Act of 2002 and other current and future
regulations, we expect that our audit and audit-related expenses will increase
for 2003 over the 2002 amounts described above.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
We were not billed by PricewaterhouseCoopers LLP for professional
services rendered for information technology services relating to financial
information systems design and implementation for the fiscal year ended December
31, 2002.
ALL OTHER FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for the fiscal year ended December 31, 2002,
other than for services described above under "Audit Fees" and under "Financial
Information Systems Design and Implementation Fees," were $1,049,397.
The Audit Committee has considered whether the provision of non-audit
services by PricewaterhouseCoopers LLP is compatible with maintaining their
independence.
EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each of
our executive officers and significant employees as of April 28, 2003. Our
executive officers are appointed by and serve at the discretion of the Board of
Directors of Armor Holdings.
NAME AGE POSITION
---- --- --------
Warren B. Kanders 45 Chairman of the Board of Directors and Chief Executive Officer
Robert R. Schiller 40 Chief Operating Officer, Chief Financial Officer and Secretary
Stephen E. Croskrey 43 President and Chief Executive Officer--Armor Holdings Products Division
See the table of nominees for election as directors for
biographical data with respect to Mr. Kanders.
ROBERT R. SCHILLER, 40, has served as our Chief Operating Officer since
April 2003, Executive Vice President, Chief Financial Officer and Secretary
since November 2000, as Executive Vice President and Director of Corporate
Development from January 1999 to October 2000, and as Vice President of
Corporate Development from July 1996 to December 1998. Mr. Schiller graduated
with a B.A. in Economics from Emory University in 1985 and received an M.B.A.
from Harvard Business School in 1991.
STEPHEN E. CROSKREY, 43, has served as President and Chief Executive
Officer--Armor Holdings Products Division since February 1999. From 1998 to
February 1999, Mr. Croskrey served as Director of Sales for Allied Signal,
Inc.'s global fibers business. From 1988 to 1998,
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Mr. Croskrey served in various positions for Mobil Oil, most recently as its
Central Regional Manager for its Industrial Lubricant division. Mr. Croskrey
graduated with a B.S. in Engineering from USMA at West Point and received an MM
from Kellogg School of Management at Northwestern University in 1998.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth information
concerning the annual and long-term compensation earned for the periods
presented below by our chief executive officer and each of our other executive
officers whose annual salary and bonus during fiscal 2002 exceeded $100,000
(collectively, the "Named Executive Officers").
LONG-TERM COMPENSATION
-----------------------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
FISCAL ------------------------ STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS COMPENSATION
------------------------------------ -------- ------------ ----------- ------------ ------------ ----------------
Warren B. Kanders 2002 $ - $ - 1,661,123(2) 585,000 $ 525,000 (1)
Chairman of the Board and CEO 2001 - - - 12,500 750,000
2000 - - - - -
Jonathan M. Spiller (5) 2002 525,000 - 1,661,123(2) 425,000 -
Former President, CEO and 2001 398,000 500,000 - - -
Director 2000 365,700 - 250,000(4) - -
Robert R. Schiller 2002 320,000 - 2,471,554(3) 50,000 -
Chief Operating Officer and 2001 300,000 375,000 - 250,000 -
Chief Financial Officer 2000 208,935 - 175,000(4) - -
Stephen E. Croskrey 2002 300,000 - 31,419(2) 200,000 -
President and CEO of Armor 2001 265,000 150,000 - -
Holdings Products Division 2000 229,000 - 175,000(4)
Stephen J. Loffler (6) 2002 176,548 - - - 385,299
Former President and CEO of 2001 267,000 - - -
ArmorGroup Services Division 2000 251,000 - 100,000(4) - -
(1) See "Certain Relationships and Related Transactions" for a
description of Armor Holdings' agreement with Kanders & Company,
Inc. ("Kanders & Co."), a corporation controlled by Mr. Kanders.
The restricted stock awards granted to Mr. Kanders during 2002
include $157,123 granted to Kanders & Co. calculated using the
closing price on August 12, 2002 of $15.04. The securities
underlying options granted to Mr. Kanders during 2002 include
35,000 shares of common stock underlying an option granted to
Kanders & Co. All other compensation paid to Mr. Kanders during
2002 and 2001 consists of amounts paid to Kanders & Co.
(2) Represents the value of stock bonuses granted on August 12, 2002
pursuant to the 2002 Stock Incentive Plan. The number of shares
issued pursuant to these bonuses is calculated using the closing
price on August 12, 2002 of $15.04 as quoted on the New York Stock
Exchange. These are restricted
11
shares and will fully vest over a period ending December 31, 2016
with respect to Messrs. Kanders and Spiller and December 31, 2004
with respect to Mr. Croskrey. See also footnote 5 below.
(3) Represents the value of stock bonuses granted on March 13, 2002
pursuant to the 1999 Stock Incentive Plan. The number of shares
issued pursuant to these bonuses is calculated using the closing
price on March 13, 2002 of $23.93 as quoted on the New York Stock
Exchange. These are restricted shares and will fully vest over a
period ending December 31, 2016.
(4) Represents the value of stock bonuses granted on April 27, 2001
pursuant to the 1999 Stock Incentive Plan, for services rendered
in fiscal year 2000. The number of shares issued pursuant to these
bonuses is calculated using the closing price on April 27, 2001 of
$16.96 as quoted on the New York Stock Exchange. These are
restricted shares and will fully vest over a period ending
December 31, 2003. See also footnote 5 below.
(5) Mr. Spiller's employment was terminated and he resigned from his
position as a director on April 9, 2003.
(6) Mr. Loffler resigned from his position on August 31, 2002.
OPTIONS GRANTED IN FISCAL 2002
We granted the following options to our Named Executive Officers during
fiscal 2002.
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATE OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM
OPTION IN FISCAL OF EXPIRATION -----------------------------
NAME GRANTS (#) YEAR BASE PRICE DATE 5% ($) 10% ($)
----------------------- -------------- -------------- ----------- ------------- ------------- --------------
Warren B. Kanders 110,000 5.8% 23.93 3/13/12 1,655,439 4,195,208
Warren B. Kanders 475,000 25.1% 24.07 6/24/12 7,190,309 18,221,656
Jonathan M. Spiller 128,000 6.8% 23.93 3/13/12 1,926,329 4,881,697
Jonathan M. Spiller 297,000 15.7% 24.07 6/24/12 4,495,836 11,393,330
Robert R. Schiller 50,000 2.6% 23.93 3/13/12 752,472 1,906,913
Stephen E. Croskrey 200,000 10.6% 23.93 3/13/12 3,009,890 7,627,651
Stephen J. Loffler - - - - - -
AGGREGATE OPTION EXERCISES IN FISCAL 2002 AND FISCAL YEAR END
OPTION VALUES
The following table contains certain information regarding stock
options exercised during fiscal 2002 and options to purchase our common stock
held as of December 31, 2002, by each of the Named Executive Officers. The stock
options listed below were granted without tandem stock appreciation rights. We
have no freestanding stock appreciation rights outstanding.
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NUMBER OF SECURITIES VALUE OF UNDERLYING
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT 12/31/02 (#) 12/31/02 (1)
ACQUIRED VALUE ------------------------------ ------------------------------
ON EXERCISE REALIZED NON- NON-
NAME (#) (2)($) EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
------------------------ --------------- ------------- -------------- -------------- -------------- --------------
Warren B. Kanders - - 312,500 485,000 491,500 -
Jonathan M. Spiller 95,238 2,471,426 664,191 325,000 1,616,510 -
Robert R. Schiller - - 225,000 200,000 307,188 -
Stephen E. Croskrey - - 200,000 150,000 87,375 -
Stephen J. Loffler 100,000 306,250 - - - -
(1) Calculated on the basis of $13.77 per share, the closing sales
price of the common stock on the New York Stock Exchange on
December 31, 2002, less the exercise price payable for such
shares.
(2) Calculated on the basis of the closing share price of the
common stock on the New York Stock Exchange on the date of
exercise, less the exercise price payable for such shares.
REPORT ON EXECUTIVE COMPENSATION BY THE BOARD OF
DIRECTORS AND THE COMPENSATION COMMITTEE
COMPENSATION POLICY
The Compensation Committee of the Board of Directors is responsible for
setting and administering the policies which govern annual executive salaries,
raises and bonuses and certain awards of stock options (in the case of options
granted under our 2002 Stock Incentive Plan, 1999 Stock Incentive Plan and 1996
Stock Option Plan, such responsibility is generally limited to the actions taken
by the Option Committee of the Board of Directors, although at times the full
Board will grant options without having first received recommendations from the
Option Committee). During 2002, the Compensation Committee was composed of
Messrs. Sokolow and Ehrlich, both of whom were Non-Employee Directors.
Our executive compensation program emphasizes company performance,
individual performance and an increase in stockholder value over time in
determining executive pay levels. Our executive compensation program consists of
three key elements: (i) low annual base salaries; (ii) a performance-based
annual bonus; and (iii) periodic grants of stock options. The Compensation
Committee believes that this three-part approach best serves our and our
stockholders' interests by motivating executive officers to improve our
financial position, holding executives accountable for the performance of the
organizations for which they are responsible and by attracting key executives
into our service. Under our compensation program, annual compensation for
executive officers are composed of a significant portion of pay that is "at
risk" -- specifically, the annual bonus and stock options. Annual performance
bonuses also permit executive officers to be recognized on an annual basis. Such
bonuses are based largely on an evaluation of the contribution made by the
executive officer to our overall performance. Stock options, which are generally
awarded under our 2002 Stock Incentive Plan, relate a significant portion of
long-term remuneration directly to stock price appreciation realized by all our
stockholders.
13
COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
As our President and Chief Executive Officer during fiscal 2002, Mr.
Spiller was compensated during fiscal 2002 pursuant to an employment agreement
entered into as of January 1, 2002. During 2002, Mr. Spiller received an annual
base salary of $525,000. In addition, Mr. Spiller was entitled, at the
discretion of the Option Committee of the Board of Directors, to yearly bonuses
based upon our net income and to participate in the 2002 Stock Incentive Plan
and other bonus plans adopted by us based on his performance and Armor Holdings'
performance. Mr. Spiller's employment was terminated and he resigned from his
position as a director on April 9, 2003.
MEMBERS OF THE COMPENSATION COMMITTEE
Nicholas Sokolow (Chairman)
Burtt R. Ehrlich
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Kanders, who was Chairman of the Board of Armor Holdings in fiscal
2002 and who was appointed as our Chief Executive Officer on April 9, 2003,
served on the Compensation Committee in fiscal 2002 until June 18, 2002. During
fiscal 2002, none of the members of our Compensation Committee, other than Mr.
Kanders, (i) served as an officer or employee of Armor Holdings or its
subsidiaries, (ii) was formerly an officer of Armor Holdings or its subsidiaries
or (iii) entered into any transactions with Armor Holdings or its subsidiaries.
During fiscal 2002, none of our executive officers (i) served as a member of the
compensation committee (or other board committee performing similar functions
or, in the absence of any such committee, the board of directors) of another
entity, one of whose executive officers served on our Compensation Committee,
(ii) served as director of another entity, one of whose executive officers
served on our Compensation Committee, or (iii) served as member of the
compensation committee (or other board committee performing similar functions
or, in the absence of any such committee, the board of directors) of another
entity, one of whose executive officers served as a director of Armor Holdings.
See "Certain Relationships and Related Transactions" below for a description of
certain arrangements between Kanders & Company, Inc., a corporation controlled
by Mr. Kanders, and us.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(stock price appreciation plus reinvested dividends) of our common stock with
the cumulative return (including reinvested dividends) of the Standard & Poor's
600 SmallCap Index, the Russell 3000 Index and certain companies selected in
good faith by management which, in management's view, constitute a
representative line-of-business comparison (the "Peer Group"). Several of the
companies comprising the Peer Group were not publicly traded during the entire
mandated comparison period. Returns for these companies were therefore included
in the presentation of the performance graph for only those calendar years that
such data was publicly available. Our
14
returns for the period since May 1999 are as quoted on the New York Stock
Exchange and for the period prior to May 1999 are as quoted on the American
Stock Exchange.
The companies comprising the Peer Group are Moog, Inc., InVision
Technologies, Inc., Kroll, Inc., Heico Corp., and L 3 Communication Holdings,
Inc.
[GRAPHIC OMITTED]
1997 1998 1999 2000 2001 2002
----- ----- ---- ---- ---- ----
ARMOR 100.00 145.27 166.67 221.43 342.73 128.84
PEER GROUP 100.00 159.52 101.77 153.54 229.29 284.73
RUSSELL 3000 100.00 158.37 189.14 173.03 151.19 90.14
S&P 600 SMALL CAP INDEX 100.00 121.91 135.96 150.94 159.60 108.53
EMPLOYMENT AGREEMENTS
As of January 1, 2002, we entered into an employment agreement with
Jonathan M. Spiller which provides that he will serve as our President and Chief
Executive Officer for a three year term that will expire December 31, 2004,
subject to early termination as described below. The agreement provides for a
base salary of $525,000. Mr. Spiller also received options to purchase 425,000
shares of common stock, of which options to purchase 128,000 shares of common
stock were issued to him at an exercise price per share equal to $23.93, and
options to purchase 297,000 were issued to him at an exercise price per share
equal to $24.07. These options vest as follows: 100,000 options vest on each of
December 31, 2002 and December 31, 2003 and 225,000 options vest on December 31,
2004. Mr. Spiller also received a restricted stock grant of 100,000 shares
pursuant to the 2002 Stock Incentive Plan which will vest on December 31, 2016,
subject to acceleration under certain circumstances which include, among other
things, our achievement of certain target levels for our earnings before
interest, taxes, depreciation and amortization ("EBITDA"). Pursuant to his
employment agreement, Mr. Spiller may be entitled, at the discretion of the
Compensation Committee of the board, to participate in the other option plans
and other bonus plans we have adopted based on his performance and our overall
performance. A "change in control" of Armor Holdings will allow Mr. Spiller to
terminate his employment agreement and to receive, in one lump sum within five
business days, payment equal to his base salary until the end of the term of his
employment or his base salary for two years, whichever is greater, as well as
the vesting of all 425,000 options and 100,000 restricted stock grants granted
to him under the employment agreement. Mr. Spiller will also be entitled to such
payment, in one lump sum within five business days, and the acceleration of such
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vesting on the options and restricted stock grants upon the termination of his
employment agreement by us without cause. A termination for cause will result in
the termination of any unvested options and restricted stock grants. Mr. Spiller
has also agreed to certain confidentiality and non-competition provisions and,
subject to certain exceptions and limitations, to not sell, transfer or dispose
of the shares of common stock or options for the purchase of common stock of
Armor Holdings granted to him under his employment agreement until December 31,
2004. Mr. Spiller's employment was terminated and he resigned from his position
as a director on April 9, 2003.
As of January 1, 2002, we entered into an employment agreement with
Warren B. Kanders which provides that he will serve as the Chairman of our Board
of Directors for a five year term expiring December 31, 2006, for which Mr.
Kanders received options to purchase 550,000 shares of common stock. These
options vest as follows: 100,000 options vested on December 31, 2002, 100,000
options vest on each of December 31, 2003 and December 31, 2004 and 250,000
options vest on December 31, 2006. Mr. Kanders will received a restricted stock
grant of 100,000 shares which will vest on December 31, 2016, subject to
acceleration under certain circumstances which include, among other things, our
achievement of certain EBITDA targets. Pursuant to his employment agreement, Mr.
Kanders may be entitled, at the discretion of the Compensation Committee of the
board, to participate in the other option plans and other bonus plans we have
adopted based on his performance and our overall performance. A "change in
control" of Armor Holdings will allow Mr. Kanders to terminate his employment
agreement and Mr. Kanders will be entitled to the vesting of all 550,000 options
and 100,000 restricted stock grants granted to him under the employment
agreement. Mr. Kanders will also be entitled to acceleration of such vesting on
the options and restricted stock grants upon the termination of his employment
agreement by us without cause. A termination for cause will result in the
termination of any unvested options and restricted stock grants. Mr. Kanders has
also agreed to certain confidentiality and non-competition provisions. See
"Certain Relationships and Related Transactions" for a description of
compensation paid to an entity controlled by Mr. Kanders. Effective April 9,
2003, Mr. Kanders was also appointed to serve as our Chief Executive Officer.
As of January 1, 2002, we entered into an employment agreement with
Robert R. Schiller which provides that he will serve as our Executive Vice
President, Chief Financial Officer and Secretary for a three year term that will
expire December 31, 2004, subject to early termination as described below. The
agreement provides for a base salary of $320,000. Mr. Schiller also received
options to purchase 250,000 shares of common stock at an exercise price per
share equal to $15.05. These options were granted during September of 2001,
50,000 options vested on each of December 31, 2001 and December 31, 2002 and
50,000 options will vest on each of December 31, 2003, December 31, 2004 and
December 31, 2005. Mr. Schiller also received options to purchase 50,000 shares
at an exercise price per share equal to $23.93, which will vest on December 31,
2004. Mr. Schiller also received a restricted stock grant of 100,000 shares
which vest on December 31, 2016, subject to acceleration under certain
circumstances which include, among other things, our achievement of certain
EBITDA targets. Pursuant to his employment agreement, Mr. Schiller may be
entitled, at the discretion of the Compensation Committee of the board, to
participate in the other option plans and other bonus plans we have adopted
based on his performance and our overall performance. A "change in control" of
Armor Holdings will allow Mr. Schiller to terminate his employment agreement and
to receive, in one
16
lump sum within five business days, payment equal to his base
salary until the end of the term of his employment or his base salary for two
years, whichever is greater, as well as the vesting of all 300,000 options and
100,000 restricted stock grants granted to him under the employment agreement.
Mr. Schiller will also be entitled to such payment, in one lump sum within five
business days, and the acceleration of such vesting on the options and
restricted stock grants upon the termination of his employment agreement by us
without cause. A termination for cause will result in the termination of any
unvested options and restricted stock grants. Mr. Schiller has also agreed to
certain confidentiality and non-competition provisions and, subject to certain
exceptions and limitations, to not sell, transfer or dispose of the shares of
common stock or options for the purchase of common stock of Armor Holdings
granted to him under his employment agreement until December 31, 2004.
As of January 1, 2002,we entered into an employment agreement with
Stephen E. Croskrey which provides that he will serve as the President and Chief
Executive Officer of our Armor Holdings Products Division for a three year term
that will expire December 31, 2004, subject to early termination as described
below. The agreement provides for a base salary of $300,000. Mr. Croskrey also
received options to purchase 200,000 shares of common stock at an exercise price
per share equal to $23.93. These options vest as follows: 50,000 options vest on
December 31, 2002, 50,000 options vest on December 31, 2003 and 100,000 options
vest on December 31, 2004. A "change in control" of Armor Holdings will allow
Mr. Croskrey to terminate his employment agreement and to receive, in one lump
sum within five business days, payment equal to his base salary until the end of
the term of his employment or his base salary for two years, whichever is
greater, as well as the vesting of all 200,000 options granted to him under the
employment agreement. Mr. Croskrey will also be entitled to such payment, in one
lump sum within five business days, and the acceleration of such vesting on his
options upon the termination of his employment agreement by us without cause. A
termination for cause will result in the termination of any unvested options and
restricted stock grants. Mr. Croskrey has also agreed to certain confidentiality
and non-competition provisions and, subject to certain exceptions and
limitations, to not sell, transfer or dispose of the shares of common stock or
options for the purchase of common stock of Armor Holdings granted to him under
his employment agreement until December 31, 2004.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective as of January 1, 2002, Kanders & Company, Inc. ("Kanders &
Co."), a corporation controlled by Warren B. Kanders, the Chairman of our Board,
and currently our Chief Executive Officer, entered into an agreement with us to
provide certain investment banking, financial advisory and related service for a
five year term that will expire December 31, 2006. Kanders & Co. will receive a
mutually agreed upon fee on a transaction by transaction basis during the term
of this agreement. The aggregate fees under this agreement will not exceed
$1,575,000 during any calendar year. We also agreed to reimburse Kanders & Co.
for reasonable out-of-pocket expenses including Kanders & Co.'s expenses for
office space, an executive assistant, furniture and equipment, travel and
entertainment, reasonable fees and disbursements of counsel, and consultants
retained by Kanders & Co.
17
During the fiscal year ended December 31, 2002, we paid Kanders & Co.
$525,000 for investment banking services. We also reimbursed Kanders & Co. for
out-of-pocket expenses in the aggregate amount of $302,000 during the fiscal
year ended December 31, 2002. We also granted Kanders & Co. (i) options to
purchase 35,000 shares of our common stock at an exercise price per share equal
to $23.93 and (ii) a restricted stock grant of 10,447 shares of common stock
valued at $15.04 per share. These grants were made during fiscal 2002 in
consideration for consulting services provided by Kanders & Co. in connection
with certain transactions during fiscal 2001.
Nicholas Sokolow is a member of Sokolow, Dunaud, Mercadier & Carreras.
We have retained Sokolow, Dunaud, Mercadier & Carreras during the fiscal year
ended December 31, 2002 and will retain Sokolow, Dunaud, Mercadier & Carreras
during the current fiscal year. During the fiscal year ended December 31, 2002,
we paid Sokolow, Dunaud, Mercadier & Carreras $28,000 for legal services.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP has audited our financial
statements for the fiscal year ended December 31, 2002. The Board of Directors
and the Audit Committee desire to continue the services of
PricewaterhouseCoopers LLP for the current fiscal year ending December 31, 2003.
Accordingly, the Board of Directors recommends that the stockholders ratify the
appointment by the Board of Directors of the firm of PricewaterhouseCoopers LLP
to audit our financial statements for the current fiscal year. Representatives
of that firm are expected to be present at the meeting, will have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions. In the event the stockholders do
not ratify the appointment of PricewaterhouseCoopers LLP, the appointment will
be reconsidered by the Audit Committee and the Board of Directors.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any other matter for action at the meeting other than as set
forth in the Notice of Annual Meeting and this Proxy Statement. If any other
matters properly come before the meeting, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our directors and executive officers and any persons
who own more than 10% of our
18
capital stock to file with the Commission (and, if such security is listed on a
national securities exchange, with such exchange), various reports as to
ownership of such capital stock. Such persons are required by Commission
regulations to furnish us with copies of all Section 16(a) forms they file.
Except as indicated below, based solely upon reports and
representations submitted by the directors, executive officers and holders of
more than 10% of our capital stock, all Forms 3, 4 and 5 showing ownership of
and changes of ownership in our capital stock during the 2002 fiscal year were
timely filed with the Commission and the New York Stock Exchange. In January
2002, in connection with the vesting of certain restricted stock awards, we
withheld shares of our common stock which would otherwise have been issued to
Messrs. Spiller, Schiller and Croskrey to satisfy tax withholding requirements.
Due to an administrative oversight, Form 4s reporting such withholdings were not
timely filed with the Commission and the New York Stock Exchange.
FORM 10-K
We will provide, without charge, to each Stockholder as of the Record
Date, on the written request of the Stockholder, a copy of our Annual Report on
Form 10-K for the year ended December 31, 2002, including the financial
statements and schedules, as filed with the Commission. Stockholders should
direct the written request to our Corporate Secretary at c/o Armor Holdings,
Inc., 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250.
PROPOSALS BY STOCKHOLDERS
Any proposal of a stockholder intended to be presented at the annual
meeting of stockholders to be held in 2004 must be submitted in writing to Armor
Holdings, Inc., 1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida
32250, Attention: Corporate Secretary, no later than January 2, 2004 to be
considered for inclusion in Armor Holdings' Proxy Statement and form of proxy
for the 2004 annual meeting. Proposals must comply with Rule 14a-8 promulgated
by the Commission pursuant to the Exchange Act.
FOR THE BOARD OF DIRECTORS
ROBERT R. SCHILLER
SECRETARY
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