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ADG > SEC Filings for ADG > Form 8-K/A on 16-Oct-2008All Recent SEC Filings

Show all filings for ALLIED DEFENSE GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for ALLIED DEFENSE GROUP INC


16-Oct-2008

Completion of Acquisition or Disposition of Assets, Financial Statemen


Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 1, 2008, The Allied Defense Group, Inc. (the "Company") and Global Microwave Systems, Inc. ("GMS"), a subsidiary of the Company, completed the sale of substantially all of the assets and business of GMS to GMS Cobham, Inc. (the "Buyer"), a subsidiary of Cobham, plc. The sale was completed in accordance with the terms and conditions of the Asset Purchase Agreement dated as of August 19, 2008.

A copy of the press release that the Company issued to announce the closing of the transaction is furnished as Exhibit 99.1.

In accordance with the requirements under the Amended and Restated Senior Secured note holders' agreement, the Company will notify the note holders of the sale and the note holders have the right to elect for the Company to use a portion of the net proceeds of the sale to redeem a portion of the notes. The pro forma financial statements provided in Section 9 of this Form 8-K does not reflect any such redemption, except as set forth in the footnotes thereto.



Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information.

In accordance with Item 9.01(b)(1) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K is attached hereto as Exhibit 9.1.

(c) Exhibits

2.1 Asset Purchase Agreement dated as of August 19, 2008 (incorporated by reference from the Company's Form 8-K as filed with the Securities and Exchange Commission on August 20, 2008).

9.1 Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of June 30, 2008 and Unaudited Pro Forma Condensed Consolidated Statements of Operations of the Company for the six months ended June 30, 2008 and the year ended December 31, 2007.

99.1 Press Release of the Company dated October 1, 2008.


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