Armor Holdings, Inc., during the relevant period, was a Delaware corporation, headquartered in Jacksonville, Florida, whose operating subsidiaries specialized in the manufacture and sale of military, law enforcement, and personnel safety equipment. During the relevant period, the company's common stock was registered with the Commission pursuant to Section 12(b) of the Exchange Act, and listed on the New York Stock Exchange and, thus, was an "issuer" pursuant to the FCPA. On July 31,2007, after the conduct described in this Complaint had already occurred, Armor Holdings was acquired by BAE Systems, Inc., an indirect wholly-owned U.S. subsidiary of Britain's BAE Systems PLC. Accordingly, Armor Holdings is no longer registered as an issuer of securities.
Armor Holdings Products, LLC ("AHP") and Armor Products International, Ltd. ("API") were wholly owned subsidiaries of Armor Holdings, Inc.
Between 2001 and 2006, AHP and API made at least ninety-two payments to a third party intermediary, totaling approximately $222,750. Agents of Armor Holdings caused API to wire payments to the intermediary with the understanding that part of these payments would be offered to a U.N. official who could help steer business to API. In that time, Armor Holdings derived gross revenues of approximately $7,121,237 and net profits of approximately $1,552,306.
Also, from around 2001 through June 2007, AHP also employed a separate accounting practice that disguised in the books and records of Armor Holdings roughly $4,371,278 in commissions paid to third-party intermediaries who brokered the sale of goods to foreign governments.
On July 13, 2011, the SEC filed a three count complaint against Armor Holdings alleging violations of the Anti-Bribery, Books & Records, and Internal Controls provisions of the FCPA. On the same day, without admitting or denying the allegations in the complaint, Armor Holdings entered into a Consent Agreement with the SEC. The Agreement permanently enjoined Armor Holdings from violating Sections 30A, 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, ordered the company to pay disgorgement of $1,552,306, plus prejudgment interest of $458,438 and a civil penalty of $3,680,000, and further ordered the company to comply with certain undertakings regarding its FCPA compliance program. The Agreement was approved by the court on July 23, 2012.
Separately, Armor Holdings entered into a Non-Prosecution Agreement with the DOJ. In that agreement, Armor agreed to pay a penalty of $10,290,000 and agreed to implement enhanced compliance programs including an internal monitor to report on compliance to the board of directors and the DOJ for a period of two years.
