================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K/A (AMENDMENT NO. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to __________ COMMISSION FILE NUMBER 0-18863 ---------------- ARMOR HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 59-3392443 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 13386 INTERNATIONAL PARKWAY JACKSONVILLE, FLORIDA 32218 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (904) 741-5400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of each class: Common Stock, $0.01 par value Name of each exchange on which registered: New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [x] No [ ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x] Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [x] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [x] Accelerated filer [ ] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x] The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2005, the last business day of the Registrant's most recently completed second fiscal quarter (based on the closing sale price of the Common Stock on the New York Stock Exchange on such date) was $1,368,761,972. The number of shares of the Registrant's Common Stock outstanding as of July 13, 2006 was 35,803,941. DOCUMENTS INCORPORATED BY REFERENCE None. REASONS FOR FILING AMENDMENT TO FORM 10-K/A This Amendment No. 1 to our Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-11667), initially filed with the Securities and Exchange Commission on March 15, 2006, is being filed solely to update certain information set forth in Exhibit 23.1 "Consent of PricewaterhouseCoopers LLP", which appears in Part IV, Item 15, Exhibits, Financial Statements and Schedules. TABLE OF CONTENTS Page Number ----------- PART IV Item 15. Exhibits, Financial Statements and Schedules 3 2 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) None. (b) Exhibits The following Exhibits are hereby filed as part of this Annual Report on Form 10-K/A (Amendment No. 1): EXHIBIT NO. DESCRIPTION 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Principal Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934. 31.2 Certification of Principal Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934. 32.1 Certification of Principal Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934. 32.2 Certification of Principal Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ARMOR HOLDINGS, INC. /s/ Warren B. Kanders --------------------------------- Warren B. Kanders Chairman of the Board of Directors and Chief Executive Officer Dated: July 20, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: /s/ Warren B. Kanders /s/ Robert R. Schiller ------------------------------------ ------------------------------------ Warren B. Kanders Robert R. Schiller Chairman of the Board of Directors President and Chief Operating Officer and Chief Executive Officer July 20, 2006 July 20, 2006 /s/ Glenn J. Heiar /s/ Nicholas Sokolow ----------------------------------- ---------------------------------- Glenn J. Heiar Nicholas Sokolow Chief Financial Officer Director (Principal Financial Officer and July 20, 2006 Principal Accounting Officer) July 20, 2006 /s/ Burtt R. Ehrlich /s/ David R. Haas ----------------------------------- ----------------------------------- Burtt R. Ehrlich David R. Haas Director Director July 20, 2006 July 20, 2006 /s/ Deborah A. Zoullas ------------------------------ Deborah A. Zoullas Director July 20, 2006 EXHIBIT INDEX Exhibit No. Description 23.1 Consent of PricewaterhouseCoopers LLP. 31.1 Certification of Principal Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934. 31.2 Certification of Principal Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934. 32.1 Certification of Principal Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934. 32.2 Certification of Principal Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934.