SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 12, 2003
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Armor Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1400 Marsh Landing Parkway, Jacksonville, Florida 32250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5402
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N/A
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Business Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
Exhibit 99.1 Press Release dated August 12, 2003 with respect
to the Registrant's financial results for the second
quarter ended June 30, 2003
Item 9. Regulation FD Disclosure
The information included in this section is intended to be furnished
under "Item 12. Disclosure of Results of Operations and Financial Condition" and
is included under this Item 9 in accordance with SEC Release No. 33-8216. The
information in this Form 8-K and the Exhibit attached hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such
filing.
On August 12, 2003, Armor Holdings, Inc. (the "Registrant") announced
financial results for the second quarter ended June 30, 2003. A copy of the
press release announcing the Registrant's earnings results for the second
quarter ended June 30, 2003 is attached hereto as Exhibit 99.1.
The earnings press release contains financial measures that are not in
accordance with generally accepted accounting principles in the United States
("GAAP"). The Registrant has provided reconciliations within the earnings
release of the non-GAAP financial measures to the most directly comparable GAAP
financial measures. Net income from continuing operations before integration and
other non-recurring charges is presented in the earnings release because
management believes it to be useful to investors to focus on the Registrant's
continuing operations. Integration and other non-recurring charges are
significantly influenced by the Registrant's acquisition program, may vary
significantly from period to period and may not be indicative of the
Registrant's ongoing operating expenses excluding acquisition related expenses.
EBITDA, which represents the Registrant's results from operations before
interest, income taxes, and certain non-cash items, including depreciation and
amortization, is presented in the earnings release because the Registrant's
credit facility and the trust indenture under which the Registrant's 8 1/4%
senior subordinated notes in the aggregate principal amount of $150,000,000
maturing in 2013 are issued contain financial and other covenants which are
based on or refer to the Registrant's EBITDA. Additionally, management believes
that EBITDA is a common alternative measure of operating performance used by
investors and financial analysts to measure value, cash flow and performance.
The non-GAAP financial measures described above should be considered in addition
to, but not as a substitute for, measures of financial performance prepared in
accordance with GAAP that are presented in the earnings release.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 12, 2003
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
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Name: Robert R. Schiller
Title: Chief Operating Officer,
Chief Financial Officer and Secretary