s-8pos_a.htm
 
As Filed with the Securities and Exchange Commission on July 31, 2007
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 033-85038)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
 
Post-Effective Amendment No. 1
To Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
 
ARMOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
59-3392443
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

13386 International Parkway
Jacksonville, Florida 32218
(904) 741-5400
(Address of Principal Executive Offices)
_______________
 
American Body Armor & Equipment, Inc.
1994 Incentive Stock Plan
(Full title of the plan)
_______________
 
Walter P. Havenstein
Principal Executive Officer and Director
Armor Holdings, Inc.
13386 International Parkway
Jacksonville, Florida 32218
(904)  741-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Sheila C. Cheston
Senior Vice President, General Counsel and Secretary
BAE Systems, Inc.
1601 Research Boulevard
Rockville, Maryland 20850
(301) 838-6000
 

2

Deregistration of Securities
 
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, Armor Holdings, Inc. (the “Company”) hereby withdraws from registration under this Post-Effective Amendment No. 1 any and all shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), originally registered under the Registration Statement on Form S-8 (File No. 033-85038) which have not been issued.  In connection with the merger of the Company with Jaguar Acquisition Sub Inc., a wholly owned subsidiary of BAE Systems, Inc., the American Body Armor & Equipment, Inc. 1994 Incentive Stock Plan, pursuant to which the shares would have been issued, has been amended so that no additional shares of Company Common Stock may be issued or sold under such plan.
 

3

Signatures
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Armor Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 (File No. 033-85038) to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland, on the 31st day of July, 2007.
 
ARMOR HOLDINGS, INC.
 
 
By:
 
               /s/ Walter P. Havenstein 
 
Name:  Walter P. Havenstein
  Title:  Principal Executive Officer and Director 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 033-85038) has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
                /s/ Walter P. Havenstein
Principal Executive Officer and Director
July 31, 2007
Name: Walter P. Havenstein
    
     
                /s/ Robert T. Murphy
Principal Financial Officer
July 31, 2007
Name: Robert T. Murphy
    
     
                /s/ Gary C. Slack
Principal Accounting Officer
July 31, 2007
Name: Gary C. Slack
    
     
                /s/ Sheila C. Cheston
Director
July 31, 2007
Name: Sheila C. Cheston