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 1934
Date of Report (date of earliest event reported): JUNE 1, 2005
ADAL GROUP, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-09431 94-3012230
(Commission File Number) (IRS Employer
Identification No.)
67 WALL STREET
22ND FLOOR
NEW YORK, NY 10005-3101
(Address of principal executive offices and zip code)
(212) 709-8122
(Registrant's telephone number including area code)
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))
[_] 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.
On June 1, 2005, Stephen Goodacre was appointed to serve on the Board of
Directors (the "Board") of Adal Group, Inc. (the "Company"). Mr. Goodacre has
not been appointed to serve on any of the Board's committees and is not
currently expected to be appointed to any committees.
There were no arrangements or understandings between Mr. Goodacre and any
other persons pursuant to which Mr. Goodacre was selected as a director. There
are no family relationships between or among Mr. Goodacre and any executive
officers or directors of the Company. There have been no transactions to which
the Company was or is to be a party, in which Mr. Goodacre had, or will have a
direct or indirect material interest.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On October 26, 2005, the Board amended Section 1 of Article III of the
Company's Bylaws to increase the specified number of directors to six (6) and
Section 1 of Article III shall now read:
"NUMBER AND POWERS: The management of all the affairs, property and
interests of the corporation shall vested in a Board of Directors. The
Board of Directors shall consist of six (6) persons who shall be elected
for a term of one year, and shall hold office until their successors are
elected and qualified. The number of directors may thereafter be changed
from time to time by resolution of the Board of Directors or of the
stockholders. Directors need not be stockholders or residents of the State
of Delaware. In addition to the powers and authorities expressly conferred
upon the Board of Directors by these Bylaws and the Certificate of
Incorporation, the Board of Directors may exercise all such powers of the
corporation and do all such lawful acts as are not by statute or by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders."
ITEM 9.01. FINANCIALS STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press Release dated June 17, 2005
99.2 Amended Bylaws
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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.
By: /s/ Nicholas Shrager
------------------------
Name: Nicholas Shrager
Title: CEO and President
Dated: November 4, 2005
Exhibit No. Description
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99.1 Press Release dated June 17, 2005
99.2 Amended Bylaws
3