0000950123-11-081702.txt : 20110831 0000950123-11-081702.hdr.sgml : 20110831 20110831145307 ACCESSION NUMBER: 0000950123-11-081702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110831 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110831 DATE AS OF CHANGE: 20110831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED DEFENSE GROUP INC CENTRAL INDEX KEY: 0000003952 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 042281015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11376 FILM NUMBER: 111068327 BUSINESS ADDRESS: STREET 1: 8000 TOWERS CRESCENT DR STREET 2: SUITE 260 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7038475268 MAIL ADDRESS: STREET 1: 8000 TOWERS CRESCENT DRIVE STREET 2: STE 750 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED RESEARCH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED RESEARCH ASSOCIATES INC DATE OF NAME CHANGE: 19880601 8-K 1 c22074e8vk.htm FORM 8-K Form 8-K
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2011

The Allied Defense Group, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   001-11376   04-2281015
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
120 E. Baltimore Street, Suite 2100, Baltimore, Maryland
   21202
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (410) 385-8155
 
Not Applicable
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

1

 

ITEM 3.03 Material Modification to Rights of Security Holders.
ITEM 7.01 Regulation FD Disclosure.
The Allied Defense Group, Inc. (“Allied”) has filed a Certificate of Dissolution with the State of Delaware. This action is pursuant to the Plan of Complete Liquidation and Dissolution approved by its stockholders on September 30, 2010.
Allied has instructed its stock transfer agent to cease recording transfers of its common stock as of the close of business today.
These matters have been announced via a press release dated August 31, 2011, a copy of which is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated August 31, 2011.
SIGNATURE
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.
         
  THE ALLIED DEFENSE GROUP, INC.
 		  
  By:   /s/ John G. Meyer, Jr.    
Date: August 31, 2011    John G. Meyer, Jr.,   
    President and Chief Executive Officer   

 

2

EX-99.1 2 c22074exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
Exhibit 99.1
The Allied Defense Group, Inc.
THE ALLIED DEFENSE GROUP ANNOUNCES
FILING OF CERTIFICATE OF DISSOLUTION
BALTO, Md., August 31, 2011 — The Allied Defense Group, Inc. (OTCQB: ADGI.PK), announced that it has filed a Certificate of Dissolution with the State of Delaware. This action is pursuant to the Plan of Complete Liquidation and Dissolution approved by its stockholders on September 30, 2010 and is consistent with Allied’s SEC filings and periodic stockholder letters.
Further consistent with the Plan of Complete Liquidation and Dissolution and prior announcements, Allied has instructed its stock transfer agent to cease recording transfers of its common stock as of the close of business today.
For More Information, Contact:
Anne Feinstein
(410) 385-8155