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) July 22, 2004
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Armor Holdings, Inc.
(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 Identification No.)
of incorporation)
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) 741-5400
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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.
(c) Exhibits.
The following Exhibit is hereby filed as part of this Current Report on
Form 8-K:
Exhibit 99.1 Press Release dated July 22, 2004 with respect
to the Registrant's financial results for the fiscal
quarter ended June 30, 2004 (furnished only).
Item 12. Results of Operations and Financial Condition.
On July 22, 2004, Armor Holdings, Inc. (the "Registrant") announced
financial results for the fiscal quarter ended June 30, 2004. A copy of the
press release announcing the Registrant's earnings results for the fiscal
quarter ended June 30, 2004 is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
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.
The earnings press release contains a financial measure that is not in
accordance with generally accepted accounting principles in the United States
("GAAP"). The Registrant has provided a reconciliation within the earnings
release of the non-GAAP financial measure EBITDA to the most directly comparable
GAAP financial measure net income. EBITDA, which represents the Registrant's
results from continuing 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 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
covenants which are based on 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 measure 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: July 22, 2004
ARMOR HOLDINGS, INC.
By: /s/ Glenn J. Heiar
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Name: Glenn J. Heiar
Title: Chief Financial Officer
Exhibit Index
Exhibit 99.1 Press Release dated July 22, 2004