Edgar Filing: ARMOR HOLDINGS INC

As filed with the Securities and Exchange Commission on December 5, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT Under
THE SECURITIES ACT OF 1933
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ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware 59-3392443
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) 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)
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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 and address, including zip code, and telephone number,
including area code, of agent for service)
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With Copies to:
ROBERT L. LAWRENCE, Esq. MARK C. SMITH, Esq.
Kane Kessler, P.C. Skadden, Arps, Slate, Meagher & Flom, LLP
1350 Avenue of the Americas, Four Times Square
New York, NY 10019 New York, NY 10036-6572
(212) 541-6222 (212) 735-3000

Approximate date of commencement of proposed sale to public: As soon as
practicable after the effectiveness of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-72448

If this form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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CALCULATION OF REGISTRATION FEE

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

COMMON STOCK, $.01 PAR
VALUE................................ 1,265,000 $22.00 $27,830,000 $6,651.37
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(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457 of the Securities Act of 1933.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Securities Act"). The information
in the Registration Statement (File No. 333-72448) filed by Armor Holdings, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act is incorporated by reference into this Registra
tion Statement.

CERTIFICATION

In accordance with Rule 111(b) under the Securities Act, the undersigned
Registrant certifies as follows:

(i) the Registrant has instructed its bank to transmit to the Commission
the applicable filing fee by a wire transfer of such amount from the
account of the Registrant to the Commission's account at Mellon Bank
as soon as practicable but no later than the close of the next
business day following the filing of this Registration Statement
pursuant to Rule 462(b);

(ii) the Registrant will not revoke such instructions; and

(iii) the Registrant has sufficient funds in such account to cover the
amount of such filing fee.

The Registrant further undertakes that, if such instructions have been sent
after the close of business of such bank, the Registrant will confirm receipt of
such instructions by such bank during regular business hours on the following
business day.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on December 4, 2001.

ARMOR HOLDINGS, INC.

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

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints Warren B. Kanders and Jonathan M. Spiller, or either of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this registration statement, and to file
the same with exhibits thereto and other documents in connection therewith, with
the SEC, hereby ratifying and confirming all that each of said attorney-in-fact,
or his substitute or substitutes, may do or cause to be done by virtue hereof.

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 December 4, 2001.

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

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

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

/s/ Burtt R. Ehrlich Director
---------------------------
Burtt R. Ehrlich

/s/ Nicholas Sokolow Director
---------------------------
Nicholas Sokolow

/s/ Thomas W. Strauss Director
---------------------------
Thomas W. Strauss

/s/ Alair A. Townsend Director
---------------------------
Alair A. Townsend

/s/ Stephen B. Salzman Director
---------------------------
Stephen B. Salzman

EXHIBIT INDEX

Exhibit
Number Description of Exhibits
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5.1 Opinion of Kane Kessler, P.C.

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Arthur Andersen LLP

23.3 Consent of Kane Kessler, P.C. (filed as part of Exhibit 5.1)

24.1 Power of Attorney (included on signature page to the Registration
Statement)