0001354488-12-003300.txt : 20120620 0001354488-12-003300.hdr.sgml : 20120620 20120620131029 ACCESSION NUMBER: 0001354488-12-003300 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120620 DATE AS OF CHANGE: 20120620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN DEFENSE SYSTEMS INC CENTRAL INDEX KEY: 0001260996 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83980 FILM NUMBER: 12916936 BUSINESS ADDRESS: STREET 1: 420 MCKINNEY PARKWAY CITY: LILLINGTON STATE: NC ZIP: 27546 BUSINESS PHONE: 516-390-5300 MAIL ADDRESS: STREET 1: 420 MCKINNEY PARKWAY CITY: LILLINGTON STATE: NC ZIP: 27546 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Armor Defense Systems Inc. CENTRAL INDEX KEY: 0001548323 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 202 CHAMPIONS POINT WAY CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 919.389.8321 MAIL ADDRESS: STREET 1: 202 CHAMPIONS POINT WAY CITY: CARY STATE: NC ZIP: 27513 SC TO-T/A 1 adsi_sctota.htm adsi_sctota.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO
 Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of
1934
(Amendment No. 1)
 
American Defense Systems, Inc.
 (Name of Subject Company (Issuer))
 
Armor Defense Systems, Inc.
 (Name of Filing Person)
 
COMMON STOCK, $0.001 PAR VALUE PER SHARE
 (Title of Class of Securities)

Not applicable
 (CUSIP Number of Class of Securities)

Dale S. Scales
Chief Executive Officer
Armor Defense Systems, Inc.
202 Champions Point Way
Cary, North Carolina 27513
(919) 389-8321

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))
 
With a copy to:
 
Jeffrey M. Quick
Quick Law Group PC
1035 Pearl Street
Suite 403
Boulder, Colorado 80302
(720) 259-3393
 

CALCULATION OF FILING FEE

TRANSACTION VALUATION*
  
AMOUNT OF FILING FEE**
$1,542,441.38
  
$176.76

 
* 
Estimated solely for purposes of calculating the filing fee only, this amount is based on the anticipated purchase of 55,087,192 shares of common stock at the maximum tender offer exchange price of $1,542,441.38.
 
** 
The amount of the filing fee calculated in accordance with Rule 0-11 of the Exchange Act, equals $39.30 per million of the value of the transaction.
 
o
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:
N/A
  
Filing Party:
N/A
Form or Registration No.:
N/A
  
Date Filed:
N/A

 
o
Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates:

þ
third-party tender offer subject to Rule 14d-1
o
going-private transaction subject to Rule 13e-3
o
issuer tender offer subject to Rule 13e-4
o
amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. o
 
 
 
 
 
June 20, 2012
 
In accordance with Section 14(e) of the Securities Exchange Act of 1934, as amended, Armor Defense Systems, Inc. (the “Company”) hereby withdraws its Tender Offer made on June 14, 2012.  No securities were sold in connection with this tender offer and no tender of Subject Company securities occurred.  The Company formally amends that tender offer to withdraw it effective immediately in order to, among other things, re-evaluate the Company’s compliance with Section 5 of the Securities Act of 1933, as amended.
 
 
 
 
 
 
SIGNATURE
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Armor Defense Systems, Inc.
  
       
 
By:
/s/ Dales S. Scales
  
  Name:
Dales S. Scales
  
  Title:
Chief Executive Officer
  

Dated: June 20, 2012