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): December 5, 2006

The Allied Defense Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-11376	04-2281015
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Please refer to the disclosure provided under Item 3.03 of this Current Report on Form 8-K.

Item 3.03 Material Modifications to Rights of Security Holders.

On December 5, 2006, The Allied Defense Group, Inc. (the "Company") and Mellon Investor Services, LLC, as Right Agent, entered into a Second Amendment to Rights Agreement dated as of November 30, 2006 (the "Amendment"), to amend that certain Rights Agreement, dated as of June 6, 2001 between the Company and the Rights Agent, as amended by that certain First Amendment To Rights Agreement dated as of June 15, 2006 (collectively, the "Rights Agreement"). Each preferred share purchase right issued under the Rights Agreement, when exercisable, entitles the holder to purchase from the Company 1/100th of a share of Company preferred stock at a price of $50.00 subject to adjustment. The description and terms of the rights are set forth in the Rights Agreement, a copy of which was filed in a Form 8-A filed on June 25, 2001, as amended by a Form 8-A/A filed on June 21, 2006, and which is incorporated herein by reference.

The Amendment changes the Acquiring Person ownership threshold trigger from 20% to 25%.
A copy of the Amendment is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Attached as exhibits to this form are the documents listed below:

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.

SIGNATURES

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.
December 7, 2006	By:	John J. Marcello
		Name: John J. Marcello
		Title: Chief Executive Officer and President

Exhibit Index

Exhibit No.	Description
4.3	Second Amendment To Rights Agreement, dated as of November 30, 2006.

EX-4.3

SECOND AMENDMENT TO RIGHTS AGREEMENT

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of November 30, 2006, between The Allied Defense Group, Inc., formerly known as Allied Research Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services, LLC, a New Jersey limited liability company (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of June 6, 2001, as amended by that certain First Amendment To Rights Agreement dated as of June 15, 2006 (collectively the “Original Rights Agreement”);

WHEREAS, Section 26 of the Original Rights Agreement provides, in part, that for so long as the Rights (as defined in the Agreement) are redeemable, the Agreement may be supplemented or amended without the approval of holders of the Rights;

WHEREAS, the Rights are currently redeemable; and

WHEREAS, the Board of Directors of the Company has determined in good faith that the amendments to the Agreement set forth herein are desirable and, pursuant to Section 26 of the Agreement, has duly authorized such amendments to the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

1. DEFINITIONS. Except as otherwise set forth in this Amendment, each capitalized term used in this Amendment shall have the meaning for such term set forth in the Original Rights Agreement.

2. DEFINITION OF AGREEMENT. From and after the date hereof, all references in the Original Rights Agreement to the “Agreement” shall mean and refer to the Original Rights Agreement, as modified by this Amendment.

3. DEFINITION OF ACQUIRING PERSON. Section 1(a) of the Original Rights Agreement is hereby amended by deleting all references therein to “20%” and replacing them with “25%.”

4. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one original; provided, however, this Amendment shall not be effective unless and until signed by the Company and the Rights Agent.

5. GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the internal laws of Delaware applicable to contracts to be made and performed entirely within Delaware; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

6. SEVERABILITY. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7. EFFECTIVE DATE. This Amendment shall become effective as of the date first written above.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the date first written above.

THE ALLIED DEFENSE GROUP, INC.

By:
John J. Marcello,
President and Chief Executive Officer

MELLON INVESTOR SERVICES, LLC,

as Rights Agent

By: