UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 25, 2006 ------------ Armor Holdings, Inc. -------------------- (Exact name of registrant as specified in its charter) Delaware 0-18863 59-3392443 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 13386 International Parkway, Jacksonville, Florida 32218 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (904) 741-5400 -------------- ----------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) This Amendment No. 1 on Form 8-K/A is being filed to amend the Current Report on Form 8-K (the "Initial 8-K") filed with the Securities and Exchange Commission on June 1, 2006, by Armor Holdings, Inc. ("Armor Holdings") to include the financial information referred to in Item 9.01(a) and (b) below relating to the acquisition of Stewart & Stevenson Services, Inc. ("Stewart & Stevenson") on May 25, 2006. Pursuant to the instructions to Item 9.01 of Form 8-K, Armor Holdings hereby amends Item 9.01 of the Initial 8-K to include previously omitted financial information. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. The audited consolidated balance sheets of Stewart & Stevenson as of January 31, 2006 and the consolidated statements of operations, consolidated statements of shareholders' equity and consolidated statements of cash flows of Stewart & Stevenson for each of the three fiscal years in the period ended January 31, 2006, and the schedule and independent registered public accounting firm's report related thereto (incorporated by reference from Stewart & Stevenson's Annual Report on Form 10-K for the fiscal year ended January 31, 2006 filed with the Securities and Exchange Commission on April 13, 2006). (b) Pro forma financial information. On May 25, 2006, Armor Holdings completed its acquisition of Stewart & Stevenson. Attached as an exhibit are the following pro forma financial statements: (1) Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2006. (2) Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2006 and the year ended December 31, 2005. (d) Exhibits. Exhibit Description ------- ----------- 23.1 Consent of Independent Registered Public Accounting Firm 99.1 Unaudited Pro Forma Condensed Combined Financial Information SIGNATURES 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: June 19, 2006 ARMOR HOLDINGS, INC. By:/s/ Glenn J. Heiar ------------------------------------ Name: Glenn J. Heiar Title: Chief Financial Officer EXHIBIT INDEX Exhibit Description ------- ----------- 23.1 Consent of Independent Registered Public Accounting Firm 99.1 Unaudited Pro Forma Condensed Combined Financial Information