Recent Material Event

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 12, 2012, Richard P. Torykian, Sr. notified the Board of Directors of the Company (the “Board”) that he was resigning as a member of the Board effective immediately.  A copy of the letter Mr. Torykian delivered to the Board (the “Letter”) is attached hereto as Exhibit 99.1 and filed herewith.  

In the Letter, Mr. Toryikian claimed he was resigning because he disagreed with certain actions taken by the Board.  Until it received the Letter, however, the Board and the Company were unaware of Mr. Torykian’s disagreement with any board actions because all recent board actions were unanimously approved by the Board in meetings in which Mr. Torykian actively participated and voted.

 
 
 
 
 
Item 9.01
Financial Statements and Exhibits.

 
(c) Exhibits
 
99.1            Letter from Richard P. Torykian, Sr. dated January 12, 2012.

 
 
 
 

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:  January 17, 2012
 
   
 
AMERICAN DEFENSE SYSTEMS, INC.
     
 
By:
    /s/ Gary Sidorsky
   
Chief Financial Officer
 
 
 
 
 
EXHIBIT INDEX


Exhibit
Number
 
Exhibit
99.1
 
Letter from Richard P. Torykian, Sr. dated January 12, 2012.