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 8, 2005 |
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 2.02 Results of Operations and Financial Condition.
On August 8, 2005, The Allied Defense Group, Inc. ("Allied" or the "Company") issued a press release announcing a restatement of certain financial information previously reported for the years 2002, 2003, 2004, and the first quarter of 2005, as discussed in item 4.02 below. A copy of the news release is attached hereto as Exhibit 99.1.
The information provided in this Current Report on Form 8-K is being provided pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.6 of Form 8-K, the information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Based on the recommendation of management, on August 8, 2005, the Audit Committee of Allied Defense determined that certain financial statements included on Form 10-K for the period ended December 31, 2004, and on Form 10-Q for the period ended March 31, 2005, should be restated to correct the impact of non-hedge accounting, as set forth in the Company's news release attached to this Current Report on Form 8-K as Exhibit 99.1.
The Company currently expects to finalize the restatement and to file the corrected Form 10-K for the fiscal year ended December 31, 2004, and the Form 10-Q for the fiscal quarter ended March 31, 2005, as soon as practically possible.
The Company's Audit Committee has discussed the matters disclosed in this filing under Item 4.02(a) with the Company's independent auditors.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This Current Report on Form 8-K contains forward-looking statements within the meaning of 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 News Release of The Allied Defense Group, Inc., issued on August 8, 2005.
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. | ||||
| August 8, 2005 | By: | John J. Marcello | ||
| Name: John J. Marcello | ||||
| Title: Chief Executive Officer and President | ||||
Exhibit Index
| Exhibit No. | Description | |
99.1 | Press Release dated August 8, 2005. |