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 Of 1934

Date of Report (Date of earliest event reported): July ~~January 12~~3, 2012

American Defense Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-33888

83-0357690

(State or Other

Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

420 LILLINGTON PARKWAY

LILLINGTON, NORTH CAROLINA 27546

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (910) 514-9701

(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 the registrant under any of the following provisions ( See General Instruction A.2. below):

¨£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨£ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

¨£ 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 ~~Certain~~Principal Officers; Election of Directors; Appointment of ~~Certain~~Principal Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~July 123, 2012, ~~Richard~~the P.Board ~~Torykian~~of Directors of American Defense Systems, SrInc. ~~notified~~(the “Company”) elected Kevin J. Healy to the Company’s Board of Directors as ofa Class III director with a term expiring at the ~~Company~~annual (meeting of the ~~“Board”)~~Company’s ~~that~~stockholders hein ~~was~~2014, ~~resigning~~at aswhich atime ~~member~~his continued ofservice on the Board ~~effective~~of ~~immediately. A~~Directors ~~copy~~will ofbe ~~the~~subject ~~letter~~to renomination and stockholder approval. Mr. ~~Torykian~~Healy ~~delivered~~has not been named to any committee of the Board (of Directors. With the ~~“Letter”)~~election isof ~~attached~~Mr. ~~hereto~~Healy, asthe ~~Exhibit~~size ~~99.1~~of ~~and~~the ~~filed~~Board ~~herewith~~of Directors has been increased to five members.

InMr. ~~the~~Healy, ~~Letter~~50, has served as our General Counsel since January 2010 and as our Chief Operating Officer since September 2011. From October 2010 until September 2011, Mr. Healy ~~Toryikian~~served ~~claimed~~as our acting Chief Operating Officer. Mr. Healy has served as a Member of the Board of Directors of Sperry Associates Federal Credit Union since March 2010 and as the Vice Chairman of the Board of Directors of Sperry Associates Federal Credit Union since April 2011. From February 2008 to December 2009, he was ~~resigning~~a ~~because~~business heand ~~disagreed~~legal ~~with~~consultant ~~certain~~for ~~actions~~various ~~taken~~private byand not-for-profit companies. From June 2005 to January 2008, Mr. Healy served as General Counsel of Advanced BioPhotonics, Inc., a medical imaging technology developer whose common stock traded on the OTC Bulletin Board until May 2008. ~~Until~~ itHe ~~received~~also ~~the~~served ~~Letter~~as Secretary of Advanced BioPhotonics, ~~however~~Inc. from September 2005 to January 2008. From November 2001 to January 2005, Mr. Healy served as Corporate Counsel of the ~~Board~~General Semiconductor Division of Vishay Intertechnology, Inc. (NYSE: VSH), a discrete semiconductor and ~~the~~passive ~~Company~~electronic components ~~were~~manufacturer. ~~unaware~~From November 1997 to November 2001, he served as Assistant General Counsel of General Semiconductor, Inc., an international manufacturer of discrete semiconductors. Mr. ~~Torykian’s~~Healy ~~disagreement~~received ~~with~~his ~~any~~Master ~~board~~of ~~actions~~Business ~~because~~Administration ~~all~~from ~~recent~~Dowling College ~~board~~School ~~actions~~of ~~were~~Business, ~~unanimously~~Juris ~~approved~~Doctor byfrom St. John’s University School of Law and Bachelor of Arts degree from the ~~Board~~State University inof ~~meetings~~New inYork ~~which~~at MrAlbany. ~~Torykian~~He ~~actively~~is ~~participated~~admitted to the New Jersey Bar, the District of Columbia Bar, and ~~voted~~the United States District Court, District of New Jersey.

~~Item~~The 9selection of Mr.01 Healy ~~Financial~~as ~~Statements~~a director was not pursuant to any arrangement or understanding between him and ~~Exhibits~~any other person. There have been no transactions since January 1, 2011, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which he or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

~~(c) Exhibits~~SIGNATURES

~~99.1 Letter~~Pursuant ~~from~~to ~~Richard~~the P.requirements ~~Torykian,~~of ~~Sr.~~the ~~dated~~Securities Exchange ~~January~~Act 12of 1934, ~~2012~~the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Date: July 11, 2012

	AMERICAN DEFENSE SYSTEMS, INC.

	By:	/s/ Gary Sidorsky
		Chief Financial Officer

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.

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