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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
November 5, 2004
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ADAL GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
1-9431 94-3012230
(Commission File Number) (IRS Employer Identification No.)
Billhurst Studio
Lingfield Common Road
Lingfield Surrey RH7 6B7
UK
(Address of Principal Executive
Offices and zip code)
441-342-833855
(Registrant's telephone
number, including area code)
Sunningdale, Inc.
(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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that any projections included in
these forward-looking statements will come to pass. The Company's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable
laws, the Company undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On November 5, 2004, the Registrant's Certificate of Incorporation was
amended to change its name from Sunningdale, Inc. to AdAl Group, Inc. The
Registrant effected this change in connection with the consummation on October
28, 2004 of that certain Share Exchange Agreement, dated as of September 22,
2004 (the "Transaction"). The complete details of the Transaction and copies of
the material agreements entered into in connection with the Transaction were
attached as exhibits to the Form 8-K filed by the Registrant on September 22,
2004 and on October 28, 2004.
On November 3, 2004, AdAl Group, Inc., a wholly-owned subsidiary of the
Registrant, was formed. Attached as Exhibit 3.1 is the Certificate of Ownership
and Merger, which was filed with the Delaware Secretary of State on November 5,
2004 to merge AdAl Group, Inc. with and into the Registrant. In connection with
the merger the Registrant was permitted under Section 253 of the Delaware
General Corporation Law to change its name to AdAl Group, Inc.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits.
Exhibit Number Description
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3.1 Certificate of Ownership and Merger, dated as of November 5, 2004, amending
the Certificate of Incorporation
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.
ADAL GROUP, INC..
Date: November 11, 2004 By: /s/ Nicholas A. Shrager
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Name: Nicholas A. Shrager
Title: Chief Executive Officer and President
EXHIBIT INDEX
Exhibit Number Description
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3.1 Certificate of Ownership and Merger, dated as of November 5,
2004, amending the Certificate of Incorporation