-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LiFOVORprocTei8js5I9R+wM9ugb4ZPs7J61VKRyWsPcRairgyF9XvSXyctVlhZl b1UxPrW6xDtkkjsY1QTszg== 0001275287-05-001896.txt : 20050512 0001275287-05-001896.hdr.sgml : 20050512 20050512080128 ACCESSION NUMBER: 0001275287-05-001896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050512 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050512 DATE AS OF CHANGE: 20050512 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: 05822402 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 ad2717.txt ================================================================================ FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Current Report Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2005 The Allied Defense Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-11376 04-2281015 (Commission File Number) (I.R.S. Employer Identification No.) 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (703) 847-5268 Not Applicable (Former name or former address, if changed since last report) ================================================================================ ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On May 12, 2005, The Allied Defense Group, Inc. ("Allied" or the "Company") issued a press release announcing that Major General (Ret.) John G. Meyer, Jr. has resigned as President and Chief Executive Officer ("CEO") effective immediately following the stockholders meeting to be held on June 17, 2005. General Meyer shall remain as a member of the Board of Directors of Allied. The Board of Directors further announced that Major General (Ret.) John J. Marcello has been selected to succeed General Meyer as President and CEO of the Company effective June 17, 2005. General Marcello, age 57, has been with the Company since 2002, serving as Chief Operating Officer and then Managing Director of MECAR S.A., Allied's largest subsidiary. Formerly, General Marcello held numerous senior operational positions with the U.S. Army, including his last position as Commander of U.S. Army Test and Evaluation Command, where he led and managed a $460 million organization of 5,000 personnel in 28 locations. He also has extensive experience in the Middle East, where he served as the Senior U.S. Defense Representative and Chief of U.S. Military Mission to the Kingdom of Saudi Arabia, managing a $66 billion security assistance program. General Marcello has agreed to the terms of an employment agreement with the Company. The employment agreement provides for an annual salary of $295,000, and the potential to earn an annual bonus up to 50% of the annual salary upon satisfaction of certain performance standards. In addition, General Marcello will be entitled as a signing bonus to a one-time grant of 16,000 shares of restricted Company stock. The shares will vest over a four (4) year period. Upon certain terminations of General Marcello's employment, he will be entitled to receive his annual salary for up to one (1) year following such termination. Further, if the termination of employment occurs within twelve (12) months of a change of control, the payments may be accelerated into a lump sum payment at the election of General Marcello. Attached hereto as Exhibit 99.1 is a copy of Allied's news release dated May 12, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 News Release of The Allied Defense Group, Inc. issued on May 12, 2005 2 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: May 12, 2005 John G. Meyer, Jr., President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit Number Description - -------------- -------------------------------- 99.1 Press Release dated May 12, 2005 4 EX-99.1 2 ad2717ex991.txt Exhibit 99.1 THE ALLIED DEFENSE GROUP ANNOUNCES CEO RESIGNATION AND NEW CEO Board of Directors Selects Major General (Ret.) John J. Marcello as Chief Executive Officer and President; Major General (Ret.) John G. Meyer, Jr. Will Continue to Serve Allied as a Director VIENNA, Va., May 12 /PRNewswire-FirstCall/ -- The Allied Defense Group, Inc. (Amex: ADG) announces the resignation of Major General (Ret.) John G. Meyer, Jr. as Chief Executive Officer (CEO) and President. The Board of Directors has selected Major General (Ret.) John J. Marcello to succeed General Meyer. General Marcello has been with the Company since 2002, serving as Chief Operating Officer (COO) and then Managing Director of MECAR S.A., The Allied Defense Group's largest subsidiary. Formerly, General Marcello held numerous senior operational positions with the U.S. Army, including his last position as Commander of U.S. Army Test and Evaluation Command, where he led and managed a $460 million organization of 5,000 personnel in 28 locations. He also has extensive experience in the Middle East, where he served as the Senior U.S. Defense Representative and Chief of U.S. Military Mission to the Kingdom of Saudi Arabia, managing a $66 billion security assistance program. The Allied Defense Group's current CEO and President, Major General (Ret.) John G. Meyer, Jr., announced his decision to resign his positions with the Company to become the CEO of The Heckler & Koch Group, a private international firearms manufacturer. General Meyer has agreed to postpone his departure until after the Company's annual shareholders meeting on June 17, 2005 and will remain a member of the Board of Directors. The Company's pre-established succession planning enabled the Board to make the prompt decision to elevate General Marcello. Commenting on the announcement on behalf of the Board of Directors, The Allied Defense Group's Chairman, General (Ret.) J. H. Binford Peay, III, said, "Gil Meyer has been an instrumental part of this executive team, first as COO and Executive Vice President, then as CEO and President. He has provided sound leadership for the Company, which has grown into a much stronger and more profitable organization during his tenure. The Company is extremely disappointed to see him depart, but we respect his decision to engage a new challenge and wish him the best of luck. The Board asked Gil to continue to serve Allied as a Director. His consent will ensure continuity of operations at Allied." General Peay continued, "John Marcello's military background, combined with his experience at MECAR, makes him the exact right selection as the new CEO and President of The Allied Defense Group. He is an outstanding fit to our team and all directors and subsidiary leadership look forward to working with him in this new capacity. We are confident his leadership will continue to propel Allied to new strategic levels. "We have solidified the continuity of operations by ensuring Monte Pickens will continue to serve as Chief Operating Officer. He and John Marcello have worked extremely well together and will make a terrific team," concluded General Peay. General Meyer said, "I am proud of what the Allied team has accomplished in my four years with The Allied Defense Group. This was a very difficult decision to make, but I am confident the new leadership team will take Allied to new levels of success. The Allied strategic vision will not change and the right team is in place to execute the established plan for enhancing shareholder value. I am pleased the Board of Directors asked me to continue to serve as a Director. I will continue to support Allied to the Nth degree." General Marcello said, "I am honored to have been selected as the next Allied Defense Group Chief Executive Officer and President. My tenure at Allied, especially with MECAR, has been most gratifying and will prove invaluable to me in meeting this challenge. I am excited for the opportunity to take the Allied Defense Group to a new strategic level and to lead such a promising organization." The Company is initiating a search for a replacement Managing Director for its Belgian subsidiary, MECAR. About The Allied Defense Group, Inc. (formerly Allied Research Corporation) The Allied Defense Group, Inc. is a diversified international defense and security firm which: develops and produces conventional medium caliber ammunition marketed to defense departments worldwide; designs, produces and markets sophisticated electronic and microwave security systems principally for European and North American markets; manufactures battlefield effects simulators and other training devices for the military; and designs and produces state-of-the-art weather and navigation software, data, and systems for commercial and military customers. For more Information, please visit the Company web site: http://www.allieddefensegroup.com Certain statements contained herein are "forward looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Because statements include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in filings by the Company with the Securities and Exchange Commission. CONTACT: Crystal B. Leiderman (Bedwell), Director, Investor Relations, +1-800-847-5322, or Jim Drewitz, Investor Relations, +1-972-355-6070, both of The Allied Defense Group, Inc. SOURCE The Allied Defense Group, Inc. -0- 05/12/2005 /CONTACT: Crystal B. Leiderman (Bedwell), Director, Investor Relations, +1-800-847-5322, or Jim Drewitz, Investor Relations, +1-972-355-6070, both of The Allied Defense Group, Inc./ /Web site: http://www.allieddefensegroup.com -----END PRIVACY-ENHANCED MESSAGE-----