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): September 30, 2010

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 30, 2010, The Allied Defense Group, Inc. (the "Company") reconvened its special meeting of stockholders at which the stockholders approved a proposal to dissolve the Company pursuant to a Plan of Complete Liquidation and Dissolution.

The dissolution proposal is described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 28, 2010. Holders of 6,138,159 shares of the Company’s common stock, representing approximately 75% of the shares of the Company’s common stock outstanding as of the record date for the special meeting, were present in person or by proxy at the special meeting.

The final voting results were as follows:

Dissolution Proposal:

FOR 4,531,387

AGAINST 703,359

ABSTAIN 902,476

BROKER-NON-VOTES 2,036,428


Inasmuch as no Dominant Stockholder (as defined in the Company’s Res tated Certificate of Incorporation) voted to approve the dissolution, the authorization of the dissolution required the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock. The dissolution proposal was approved with 55.4% of the outstanding shares of the Company’s common stock.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release issued by the Company on October 1, 2010.

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.
October 1, 2010	By:	/s/ John G. Meyer, Jr.
		Name: John G. Meyer, Jr.
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by the Company on October 1, 2010

EX-99.1

The Allied Defense Group, Inc.

For More Information, Contact:
Maria Walker
Investor Relations
703-847-5268

THE ALLIED DEFENSE GROUP ANNOUNCES APPROVAL OF DISSOLUTION PROPOSAL

VIENNA, Virginia, October 1, 2010 – The Allied Defense Group, Inc. (OTCQB: ADGI) announced that its stockholders voted to approve the dissolution of ADG pursuant to its Plan of Complete Liquidation and Dissolution.

Inasmuch as no Dominant Stockholder (as defined in our Restated Certificate of Incorporation) voted to approve the dissolution, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock was required to approve the dissolution. Approximately 55.4% of the outstanding shares of ADG’s common stock as of July 26, 2010, the record date for the special meeting, were voted to approve the dissolution of ADG.

As previously announced, our board of directors has determined that it is in the best interests of ADG and our stockholders to delay the filing of a certificate of dissolution with the Delaware Secretary of State so that our stockholders may continue to transfer our common stock while we resolve the matters relating to the DOJ subpoena. Based on this determination we will delay the filing of a certificate of dissolution with the Delaware Secretary of State until at least August 31, 2011.

Additionally, ADG will continue to file all periodic reports required under the Securities Exchange Act of 1934, in a timely manner until at least August 31, 2011.

The Board of Directors of The Allied Defense Group has issued a letter to all shareholders giving an update on the status of the Company. The letter can be found on ADG’s website at www.allieddefensegroup.com.

Additional Information and Where to Find It

This communication may be deemed to be a solicitation of proxies from the stockholders of ADG in connection with the proposed dissolution of ADG. ADG has filed a definitive proxy statement and relevant documents concerning the proposed dissolution. The proxy statement was mailed on or about July 28, 2010 to the stockholders of record as of July 26, 2010. A supplement to the proxy statement describing developments relating to the dissolution proposal was mailed to the same stockholders of record on or about August 26, 2010. Investors and security holders of ADG are urged to read the proxy statement, the proxy statement supplement and any other relevant documents filed with the SEC because they contain important information about ADG and the proposed dissolution. The proxy statement and any other documents filed by ADG with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by ADG by contacting Investor Relations, The Allied Defense Group, Inc., 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182, telephone number (703) 847-5268. Investors and security holders are urged to read the proxy statement, the proxy statement supplement and the other relevant materials before making any voting or investment decision with respect to the proposed asset sale.

Safe Harbor for Forward-Looking Statements

Certain statements contained herein are “forward looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995, including the date that ADG expects the asset sale to be completed. Because forward-looking 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 ADG with the SEC. For other important conditions to Chemring’s obligation to consummate the asset sale, we refer you to ADG’s Definitive Proxy Statement on Schedule 14A filed with the SEC on July 28, 2010. If any of these conditions are not satisfied on a timely basis, it could delay or prevent the completion of the asset sale.