- Current report filing (8-K)
September 28 2010 - 5:23PM
Edgar (US Regulatory)
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 28, 2010 (September 22,
2010)
American
Defense Systems, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-33888
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83-0357690
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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230
DUFFY AVENUE
HICKSVILLE,
NY 11801
(Address
of principal executive offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code:
(516) 390-5300
(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 (
See
General
Instruction A.2. below):
¨
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
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
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Effective
September 22, 2010, a holder (“Series A Holder”) of the Series A
Convertible Preferred Stock (the “Series A Preferred”) of American Defense
Systems, Inc. (the “Company”), which holds 93.5% of the Series A Preferred, by
written consent, elected Adam Firestone as a member of the Board of Directors of
the Company (the “Board”). The Series A Holders have the right to
elect two directors pursuant to the terms of the Company’s Third Amended and
Restated Certificate of Incorporation, as amended.
Adam
Firestone, 48, currently serves as Chief Executive Officer of Grundoon LLC, a
company engaged in diverse industries including real estate, oil and beverages,
for which he has served as Chief Executive Officer since 1994. He is
also a co-founder of Firestone Walker LLC, a beer manufacturer, and serves as
the Chairman of the Board of Farm Credit West of Roseville, California, a Farm
Credit association. Mr. Firestone is a member of the California,
District of Columbia and Hawaii bars and a member of the National Association of
Corporate Directors. Mr. Firestone received his B.A. from
Middlebury College and J.D. from Pepperdine University. He is a
cabinet member of the Marine Corps Scholarship Foundation.
Mr.
Firestone is not, as of the date hereof, a member of any committee of the Board
and does not receive any compensation from the Company. The Company
does not have any transaction, since the beginning of 2008, or any currently
proposed transaction, in which the Company was or is to be a participant and the
amount involved exceeds $120,000, and in which Mr. Firestone had or will have a
direct or indirect material interest.
Item
5.07
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Submission
of Matters to a Vote of Security
Holders.
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Reference
is made to the disclosure set forth under Item 5.02 of this Current Report on
Form 8-K with respect to the election of Mr. Firestone as a member of the Board,
which is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
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Number
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Description
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99.1
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Press
Release by American Defense Systems, Inc., dated September 28,
2010*
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_________________
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*
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This
information is not deemed to be “filed” for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended,
and is not incorporated by reference into any registration statements
under the Securities Act of 1933, as
amended.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: September
28, 2010
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AMERICAN
DEFENSE SYSTEMS, INC.
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By:
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/s/
Gary Sidorsky
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Gary
Sidorsky, Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
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Number
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Description
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99.1
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Press
Release by American Defense Systems, Inc., dated September 28,
2010*
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_________________
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*
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This
information is not deemed to be “filed” for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended,
and is not incorporated by reference into any registration statements
under the Securities Act of 1933, as
amended.
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