8-K/A 1 htm_6456.htm LIVE FILING The Allied Defense Group, Inc. (Form: 8-K/A)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

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 10, 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.

On August 8, 2005, Allied filed a Current Report on Form 8-K to report on a restatement of certain of its financial statements. This Current Report on Form 8-K/A modifies the earlier Current Report by providing additional information concerning the restatement.

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. Specifically, the Company’s financial results for the first quarter of 2005 were reported to have been adversely impacted when changing from hedge accounting to non-hedge accounting by approximately $1.5 million. Since that time, the Company has determined that most of the previously reported impact to the first quarter of 2005 should have been recognized in prior periods.

In further examining the impact to the first quarter of 2005, the Company determined that in the March 2005 restatement, the Company’s U.S. Dollar receivables were valued at the hedged rate rather than at the period end spot rate. Consequently, the Company intends to restate its financial results for the periods 2002, 2003, 2004, and the first quarter of 2005 to reflect this correction.

As a result of the restatement, the Company has determined that the previously issued 2002, 2003, and 2004 financial statements, and the previously issued 2005 quarterly statement, should no longer be relied upon until amendments thereof are filed with the Securities and Exchange Commission.

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 10, 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