-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VyOimj984BPPZQ37nUY8u3jOnInBCj6gJBEffkPfD7anXIOyj1kAoe4sxphcTmS6 WNBfv9eSQbwo86cF/jQaCw== 0000898431-98-000195.txt : 19980602 0000898431-98-000195.hdr.sgml : 19980602 ACCESSION NUMBER: 0000898431-98-000195 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980601 EFFECTIVENESS DATE: 19980601 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LOCKER GROUP INC CENTRAL INDEX KEY: 0000008855 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 160338330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55695 FILM NUMBER: 98640342 BUSINESS ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 BUSINESS PHONE: 7166649600 MAIL ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 FORMER COMPANY: FORMER CONFORMED NAME: AVM CORP DATE OF NAME CHANGE: 19850520 S-8 1 Registration No. 333-_______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- AMERICAN LOCKER GROUP INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 16-0338330 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 608 ALLEN STREET JAMESTOWN, NEW YORK 14702-1000 (Address of principal executive offices) (Zip Code) AMERICAN LOCKER GROUP INCORPORATED 1988 STOCK INCENTIVE PLAN (Full title of the plan) MR. ROY J. GLOSSER PRESIDENT AND CHIEF OPERATING OFFICER AMERICAN LOCKER GROUP INCORPORATED 608 ALLEN STREET JAMESTOWN, NEW YORK, 14702-1000 (Name and address of agent for service) (716) 664-9600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ TITLE OF PROPOSED PROPOSED AMOUNT OF SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE(1) PER SHARE OFFERING PRICE - -------------------------------------------------------------------------------- COMMON STOCK, PAR 19,000 $2.875 $54,625.00 $70.00 VALUE $1.00 - -------------------------------------------------------------------------------- COMMON STOCK, PAR 3,250 4.25 $13,812.50 VALUE $1.00 - -------------------------------------------------------------------------------- COMMON STOCK, PAR 15,000 11.25 $168,750.00 VALUE $1.00 ================================================================================
(1) Based on the exercise price of the options in respect of which shares may be issued in accordance with Rule 457(h). - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into this Registration Statement: (i) the Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1997, and (ii) the description of the Registrant's Common Stock contained in the Registration Statement on Form 10 dated March 1964 filed by Rockwell Manufacturing Co. The capital stock consists of 1,000,000 shares of preferred stock, none of which was outstanding on May 1, 1998, and 4,000,000 shares of common stock (par value $1.00 per share) of which 604,693 shares were outstanding on May 1, 1998. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement or by any document which constitutes part of the prospectus relating to the American Locker Group Incorporated 1988 Stock Incentive Plan (the "Plan") meeting the requirements of Section 10(a) of the Securities Act. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered under this Registration Statement is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits a Delaware corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Article TWELFTH of the Registrant's Certificate of Incorporation provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders in accordance with the foregoing provisions of Section 102(b)(7). Under Section 145 of the DGCL, a Delaware corporation has the power to indemnify directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys' fees, actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with the applicable standard of conduct set forth in such statutory provision. Article TWELFTH of the Registrant's Certificate of Incorporation provides that the Registrant will indemnify, to the fullest extent now or hereafter permitted by law, each director or officer of the Registrant who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an authorized representative of the Registrant, against all II - 1 expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Inapplicable. ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Certificate of Incorporation of American Locker Group Incorporated (incorporated by reference to Exhibit 3.1 to the Registrant's Report on Form 10-K for the year ending December 31, 1980, Exhibit to Form 10-C filed by Registration on May 6, 1985 and Exhibit 3.3 to Registrant's Form 10-K for the year ending December 31, 1987. 4.2 Bylaws of American Locker Group Incorporated (incorporated by reference to Exhibit to the Registrant's Form 10-K for the year ending December 31, 1985 and Exhibit 3.5 to the Registrant's Report on 10-K for the year ending December 31, 1991. 5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP. 23.3 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). II - 2 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers of sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereto. * * * (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II - 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 19th day of May, 1998. AMERICAN LOCKER GROUP INCORPORATED By:/S/ HAROLD J. Ruttenberg --------------------------------- Harold J. Ruttenberg Chairman, Chief Executive Officer, Treasurer and Principal Accounting Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints either Harold J. Ruttenberg and Roy J. Glosser his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated: SIGNATURE CAPACITY DATE --------- -------- ---- Chairman, Chief Executive May 19, 1998 /S/ HAROLD J. RUTTENBERG Officer, Treasurer and - ------------------------ Principal Accounting Officer Harold J. Ruttenberg President, Chief Operating May 19, 1998 /S/ ROY J. GLOSSER Officer and Director - ------------------------ Roy J. Glosser May 19, 1998 /S/ ALAN H. FINEGOLD Director - ------------------------ Alan H. Finegold May 19, 1998 /S/ THOMAS LYNCH Director - ------------------------ Thomas Lynch, IV May 19, 1998 /S/ JAMES E. RUTTENBERG Director - ------------------------ James E. Ruttenberg May 19, 1998 /S/ EDWARD F. RUTTENBERG Director - ------------------------ Edward F. Ruttenberg May 19, 1998 /S/ JEFFREY C. SWOVELAND Director - ------------------------ Jeffrey C. Swoveland II -4 SIGNATURE CAPACITY DATE --------- -------- ---- - ------------------------ Director May __, 1998 Donald I Dussing, Jr. II - 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER ----------- ----------- ---------------------- 4.1 Certificate of Incorporation of American Locker Group Incorporated (incorporated by reference to Exhibit 3.1 to the Registrant Report on Form 10-K for the year ending December 31, 1980, Exhibit to Form 10-C filed by Registrant on May 6, 1985, and Exhibit 3.3 to Registrant's Form 10-K for the year ending December 31, 1987). 4.2 Bylaws of American Locker Group Incorporated (incorporated by reference to Exhibit to the Registrant's Form 10-K for the year ending December 31, 1985 and Exhibit 3.5 to the Registrant's Report on 10-K for the year ending December 31, 1991). 5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the shares being registered. 23.1 Consent of Ernst & Young LLP. 23.3 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). II - 6 EX-5 2 Exhibit 5.1 May 19, 1998 American Locker Group Incorporated 608 Allen Street Jamestown, New York 14702-1000 Ladies and Gentlemen: We are counsel to American Locker Group Incorporated, a Delaware corporation (the "Registrant") and we have acted as counsel to the Registrant in connection with the Registrant's Registration Statement on Form S-8 (the "Registration Statement"). The Registration Statement is to be filed with the Securities and Exchange Commission and relates to the registration under the Securities Act of 1933, as amended, of an aggregate of 37,250 shares (the "Shares") of the Registrant's Common Stock, par value $1.00 per share, in connection with the American Locker Group Incorporated 1988 Stock Incentive Plan (the "Plan"). We are familiar with the Registration Statement and the Plan, and we have examined the Registrant's Certificate of Incorporation and the Registrant's By-Laws. We have also examined such other public and corporate documents, certificates, instruments and corporate records, and such questions of law, as we have deemed necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan, will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Yours truly, /s/ Kirkpatrick & Lockhart LLP EX-23 3 Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated February 18, 1998, with respect to the consolidated financial statements of American Locker Group Incorporated included in its Annual Report (Form 10-KSB) for the year ended December 31, 1997, filed with the Securities and Exchange Commission, in the Registration Statement (Form S-8 No. 33-00000) pertaining to the American Locker Group Incorporated 1988 Stock Incentive Plan. /s/ Ernst & Young LLP ____________________________________ Ernst & Young LLP Buffalo, New York May 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----