- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
05 Ottobre 2010 - 8:34PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-160849
PROSPECTUS
SUPPLEMENT NO. 11
American
Defense Systems, Inc.
5,695,505
Shares
Common
Stock
This
prospectus supplement no. 11 supplements our prospectus dated August 10, 2009,
as supplemented by prospectus supplement no. 1 dated August 14, 2009, prospectus
supplement no. 2 dated August 27, 2009, prospectus supplement no. 3 dated
September 22, 2009, prospectus supplement no. 4 dated October 27, 2009,
prospectus supplement no. 5 dated November 2, 2009, prospectus supplement no. 6
dated April 22, 2010, prospectus supplement no. 7 dated April 22, 2010,
prospectus supplement no. 8 dated April 30, 2010, prospectus supplement no. 9
dated May 17, 2010 and prospectus supplement no. 10 dated August 24, 2010, that
relates to the offer and sale of 5,695,505 shares of common stock that may be
sold from time to time by the selling stockholders identified in the prospectus.
We will not receive any proceeds from the sale of common stock covered by the
prospectus.
Our
common stock is traded on the NYSE Amex under the symbol EAG. The closing sales
price for our common stock on October 4, 2010 was $0.17 per share.
This
prospectus supplement is being filed to include the information set forth in our
Current Report on Form 8-K filed with the Securities and Exchange Commission (or
SEC) on September 28, 2010, which is attached below. This prospectus supplement
should be read in conjunction with the prospectus, as supplemented by prospectus
supplement nos. 1 through 10.
Investing
in our securities involves risks. You should consider the risks that we have
described in Risk Factors beginning on page 2 of the prospectus and page 16 of
our Annual Report on Form 10-K for the year ended December 31, 2009 filed with
the SEC on April 15, 2010 before buying our securities.
Neither
the SEC nor any state securities commission has approved or disapproved of these
securities or determined if the prospectus, prospectus supplement nos. 1 through
10 or this prospectus supplement is truthful or complete. Any representation to
the contrary is a criminal offense.
The date
of this prospectus supplement is October 5, 2010.
TCO
358,641,492v1
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)
|
|
(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
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers.
|
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
|
Submission
of Matters to a Vote of Security
Holders.
|
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.
|
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
|
|
Description
|
|
|
|
99.1
|
|
Press
Release by American Defense Systems, Inc., dated September 28,
2010*
|
|
|
_________________
|
*
|
|
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.
|
American
Defense Systems, Inc Announces Adam Firestone Has Joined Its Board of
Directors.
HICKSVILLE,
NY, September 28, 2010 — American Defense Systems, Inc., a provider of advanced
transparent and opaque armor, architectural hardening and security products for
Defense and Homeland Security, today announced that effective as of September
22, 2010, Adam Firestone has joined its board of directors.
Pursuant
to the Company’s certificate of incorporation, the holders of the Company’s
Series A Convertible Preferred Stockholders have the right to elect two
directors, and Mr. Firestone was elected by the holders of such preferred stock
as a member of its board of directors.
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
a co-founder of Firestone Walker LLC, a beer manufacturer. He also
serves as Chairman of the Board of Farm Credit West, of Roseville, CA, the
nation’s 4
th
largest
Farm Credit association. Mr. Firestone is a member of 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.
“We
believe Adam’s contributions will prove to be invaluable and we intend to
support the company in an effort to improve cash flow and increase profitability
for the benefit of all stakeholders,” stated Atticus Lowe, Chief Investment
Officer of West Coast Asset Management Inc., Managing Member of West Coast
Opportunity Fund, LLC which owns 94% of the Company’s Series A Convertible
Preferred Stock.
About
American Defense Systems American Defense Systems, Inc. (ADSI) offers advanced
solutions in the design, fabrication, and installation of transparent and opaque
armor, security doors, windows and curtain wall systems for use by military, law
enforcement, homeland defense and corporate customers. ADSI engineers also
specialize in developing innovative, functional and aesthetically pleasing
security applications for the mobile and fixed infrastructure physical security
industry. For more information, visit the ADSI corporate Web site at
www.adsiarmor.com.
V.P. of
Marketing & Investor Relations
American
Defense Systems, Inc.
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