UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

THE ALLIED DEFENSE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-2281015
(State of incorporation of organization)	(IRS Employer Identification No.)
120 E. Baltimore Street, Suite 2100, Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. þ

AMENDMENT NO. 5 TO FORM 8-A

We hereby amend the following terms, exhibits or other portions of our Form 8-A filed on June 25, 2001, as amended by our Form 8-A/A filed on June 21, 2006, our Form 8-A/A filed on December 8, 2006, and as further amended by our Form 8-A/A filed on June 29, 2010, related to our Rights Agreement, as set forth below.

Item 1. Description of Company’s Securities to be Registered

On May 23, 2011, The Allied Defense Group, Inc. (the “Company”) and Mellon Investor Services LLC (the “Rights Agent”) executed an amendment dated as of May 23, 2011 (the “Amendment”) to the Rights Agreement between the Company and the Rights Agent (the “Rights Agreement”) dated as of June 6, 2001, as amended by the First Amendment To Rights Agreement dated as of June 15, 2006, as further amended by the Second Amendment to the Rights Agreement dated as of November 30, 2006, as further amended by the Third Amendment to the Rights Agreement dated as of January 18, 2010 and as further amended by the Fourth Amendment to the Rights Agreement dated as of June 24, 2010.

The Amendment extends the term of the Rights Agreement through December 31, 2011.

The Amendment is attached hereto as Exhibit 4.6. The Rights Agreement and its previous amendments are incorporated herein by reference. The foregoing description of the Rights Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 2. Exhibits

4.1.	Rights Agreement, dated as of June 6, 2001 (incorporated by reference to Form 8-A filed on June 25, 2001).
4.2.	First Amendment To Rights Agreement, dated as of June 15, 2006 (incorporated by reference to Form 8-A/A filed on June 21, 2006).
4.3.	Second Amendment to Rights Agreement, dated as of November 30, 2006 (incorporated by reference to Form 8-A/A filed on December 8, 2006).
4.4.	Third Amendment To Rights Agreement, dated as of January 18, 2010 (incorporated by reference to Form 8-K filed on January 19, 2010).
4.5.	Fourth Amendment to Rights Agreement, dated as of June 24, 2010 (incorporated by reference to Form 8-A/A filed on June 29, 2010).
4.6.	Fifth Amendment to Rights Agreement, dated as of May 23, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	THE ALLIED DEFENSE GROUP, INC.
Date: May 25, 2011	By:	/s/ John G. Meyer, Jr.
		John G. Meyer, Jr., President

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EXHIBIT INDEX

Exhibit
	4.1.	Rights Agreement, dated as of June 6, 2001 (incorporated by reference to Form 8-A filed on June 25, 2001).
	4.2.	First Amendment To Rights Agreement, dated as of June 15, 2006 (incorporated by reference to Form 8-A/A filed on June 21, 2006).
	4.3.	Second Amendment to Rights Agreement, dated as of November 30, 2006 (incorporated by reference to Form 8-A/A filed on December 8, 2006).
	4.4.	Third Amendment To Rights Agreement, dated as of January 18, 2010 (incorporated by reference to Form 8-K filed on January 19, 2010).
	4.5.	Fourth Amendment to Rights Agreement, dated as of June 24, 2010 (incorporated by reference to Form 8-A/A filed on June 29, 2010).
	4.6.	Fifth Amendment to Rights Agreement, dated as of May 23, 2011.

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