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:
NOVEMBER 17, 2004
(Date of earliest event reported)
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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)
(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))
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 8.01. OTHER EVENTS
The Registrant disclosed in its Current Report on Form 8-K filed on
October 28, 2004 (the "8-K") that, effective as of the closing of the
transactions contemplated by that certain Share Exchange Agreement, the new
board of directors of the Registrant would consist of Nicholas A. Shrager,
Charles K. Howe, and David W. Beale and that the two remaining vacancies on the
board would be filled within thirty (30) days. Today the Registrant was advised
that David W. Beale was erroneously listed in the 8-K as having been appointed
to the Board of Directors. David W. Beale is not currently a director of the
Registrant, however, the Registrant and Mr. Beale are currently in discussions
concerning Mr. Beale's appointment to the Board. It is the Registrant's
understanding that Mr. Beale is interested in becoming a member of the Board and
will accept an offer subject to the Registrant obtaining D&O Insurance
satisfactory to Mr. Beale. The Registrant expects to have the three (3)
vacancies on its Board filled by December 15, 2004, and will file a Current
Report on 8-K under Item 5.02 in connection with the appointment of these new
directors once their appointments become effective.
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 17, 2004 By: /s/ Nicholas A. Shrager
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Name: Nicholas A. Shrager
Title: Chief Executive Officer and President