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: January 18, 2005
AdAl Group, Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9431 94-3012230
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(Commission File Number) (IRS Employer Identification No.)
Billhurst Studio, PO Box 177, Lingfield Common Road, Lingfield, Surrey RH7 6B7,
United Kingdom
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-441-342-833855
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS,
APPOINTMENT OF PRINCIPAL OFFICERS.
On January 18, 2005, Messrs. Brian Alleman, David Beale and John
Sanderson were appointed to fill vacancies existing on the Registrant's Board of
Directors. Pursuant to the terms of the Share Exchange Agreement, consummated by
the Registrant on October 28, 2004, the members of the Board of Directors at
that time were required to appoint persons to fill the vacancies. Messrs.
Alleman and Beale have been appointed to serve on the Audit Committee, where Mr.
Alleman will serve as Chairman, and Mr. Sanderson has been appointed to serve on
the Compensation Committee.
Brian Alleman has been a partner with Tatum CFO Partners LLP, a
national partnership of 400 career CFO's which provides accounting and financial
services to clients through advisory or employment relationships since August
2002. In this capacity, Mr. Alleman served as Chief Financial Officer of Polar
Molecular Holding Corporation, a developer of fuel additives, from August 2003
to August 2004. From 1989 to July 2002, he was employed by TCW Capital, a
private equity firm. Through his connection with TCW Capital Mr. Alleman served
from April 1993 to June 2002 as Chief Financial Officer of Centuri Corporation,
a leading U.S. manufacturer of model rockets and small gas powered and electric
radio controlled airplanes, becoming Chief Operating Officer in August 2000.
David Beale recently retired as the Chairman of AdAl Seco Ltd, a post
that he held from 2003. AdAl Seco Ltd is a United Kingdom company that was
formally known as Seco Aluminium Ltd, and prior to 2003, David was the managing
director of Seco Aluminium, where he successfully steered that company to become
the largest independent extruder of aluminum in the UK (1996 to 2003). Prior to
this he was the managing director of Boal UK Ltd (1962 to 1996), and he held
various senior positions within the British manufacturing industry before that,
including Stanton plc (1987 to 1992), and GEC Turbine Generators Ltd (1980 to
1987). He is currently the Senior Vice President of the Aluminium Federation, a
national non-profit organization representing the aluminum industry in the
United Kingdom. He is an honors graduate who studied at Oxford University, he is
a Chartered Engineer, and a graduate member of several other professional
bodies.
John Sanderson recently retired as the managing director of Legg Mason
Limited, London, which he established in 1995 as the London subsidiary of Legg
Mason (NYSE: LM), an investment banking firm based in Baltimore, Maryland. From
1967 until 1995, Mr. Sanderson worked for Kidder Peabody & Co. (and associated
firms) in London, where, in 1988 he was appointed managing director and Head of
Equities in London, responsible for the United Kingdom, the Middle East and
Scandinavia. He was also a member of Kidder, Peabody's management counsel and
chaired its European management committee.
There are no transactions to which the Registrant was a party that
Messrs. Beale, Alleman or Sanderson had or is to have, a direct or indirect
interest.
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
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Name: Nicholas Shrager
Title: CEO and President
Dated: January 20, 2004