NT 10-K 1 form12b-25_032105.txt FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-00439 CUSIP Number: 027284108 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2004 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ----------------- PART I REGISTRANT INFORMATION Full Name of Registrant: American Locker Group Incorporated ---------------------------------- Former Name if Applicable: Address of Principal Executive Office (Street and Number): 608 Allen Street ---------------- City, State and Zip Code: Jamestown, New York 14701-3966 ------------------------------- ----------------- PART II RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. ----------------- PART III NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. The Company's Form 10-K could not be completed by the due date because the Company could not complete preparation of its financial statements for the fiscal year ended December 31, 2004 as a result of the occurrence of a subsequent event. On February 8, 2005, the Company announced that it has not been awarded a long term renewal of the contract to sell Cluster Box Units to the United States Postal Service (the "USPS"). In 2004, purchases of Cluster Box Units by the USPS from the Company totaled approximately $25,734,000 or approximately 52% of the Company's total sales in that year. The Board of Directors of the Company has retained a strategic consulting firm, Compass Advisory Partners, LLC, to advise the Board with respect to potential restructuring alternatives, including cost reductions necessitated by the non-renewal of this contract. The occurrence of this subsequent event will likely have an adverse effect on the operations and financial position of the Company which may require that the financial statements of the Company as of December 31, 2004 be supplemented by proforma financial statements in order to comply with generally accepted accounting principals. It is not possible to determine if presentation of such proforma statements is required or to complete preparation of such proforma statements until completion of the analysis of the possible restructuring alternatives, including potential cost reductions, by Compass Advisory Partners, LLC and adoption of a plan of restructuring by the Board of Directors of the Company. ----------------- PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification: Roy J. Glosser (716) 664-9600 ------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [_] Yes [X] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. American Locker Group Incorporated ---------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 22, 2005 By: /s/ Edward F. Ruttenberg -------------- ------------------------ Edward F. Ruttenberg Chairman and Chief Executive Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).