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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): March 16, 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)
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 16, 2005, The Allied Defense Group, Inc. ("Allied" or the "Company")
issued a press release pertaining to the Company's decision to revise its method
of accounting for foreign currency exchange (FX) contracts to conform to the
requirements of Financial Accounting Standard No. 133, Accounting for Derivative
Instruments and Hedging Activities ("FAS 133"). The press release also refers to
the Company's decision to apply this change retrospectively and to restate its
reported financial results for fiscal years ended in 2002 and 2003.
Attached hereto as Exhibit 99.1 is a copy of Allied's news release dated March
16, 2005.
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 REPORT
Following a review of its FX accounting policies, the Company has decided to
restate its financial statements as set forth in the Company's news release
attached to this Current Report on Form 8-K as Exhibit 99.1. The Company's Audit
Committee, meeting on March 15, 2005, has concurred in management's
recommendation that the Company should restate its financial statements as set
forth therein.
The Company currently expects to finalize the restatement and to file its
financial statements for its fiscal year ended December 31, 2004 on Form 10-K no
later than March 31, 2005.
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
March 16, 2005
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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.
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Date: March 16, 2005 John G. Meyer, Jr.,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated March 16, 2005
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