-----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, O6lCJUga1XWJM3NdRLGbssL1Me2cGql9gZ9mKD3hBL3AHT+AJHz0lPcVgHEMuTDR Lnn6X+3jQn+cBZ4J3djf4Q== 0000898431-05-000072.txt : 20050518 0000898431-05-000072.hdr.sgml : 20050518 20050518112529 ACCESSION NUMBER: 0000898431-05-000072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050512 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050518 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00439 FILM NUMBER: 05840583 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 8-K 1 form8-k.txt 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): May 12, 2005 American Locker Group Incorporated ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-439 16-0338330 ---------------------------- ------------- --------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 608 Allen Street, Jamestown, New York 14701 ----------------------------------------------- ------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (716) 664-9600 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: [ ] 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 1.01 Entry into a Material Definitive Agreement. On May 12, 2005, American Locker Group Incorporated (the "Company") entered into Indemnity Agreements with its directors and executive officers. Each Indemnification Agreement requires the Company to indemnify the individual to the full extent permitted by law against any and all expenses (including advances), judgments, fines, penalties and amounts paid in settlement, in each case incurred in connection with any claim against the individual arising by reason of, or arising in part out of, the fact that the individual is or was a director, officer, employee, trustee, agent or fiduciary of the Company, or of another entity at the request of the Company. Each Indemnification Agreement also requires the Company to maintain directors and officers liability insurance coverage on behalf of the individual so long as the individual continues to serve as a director, officer, employee, trustee, agent or fiduciary of the Company, or of another entity at the request of the Company, or, to the full extent permitted by law, to indemnify the individual to the fullest extent of the coverage which would otherwise have been provided for the benefit of the individual if the insurance coverage had been maintained. The foregoing is a brief description of the material terms and conditions of the respective Indemnity Agreements and not a complete discussion of the documents. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the form of Indemnity Agreement attached to this Current Report as Exhibit 10.1, which is incorporated herein by reference. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On May 12, 2005, the Board of Directors of the Company determined that Edward F. Ruttenberg would assume the duties of the positions of President, Chief Operating Officer and Treasurer of the Company and that Roy J. Glosser would no longer perform those duties as of that date. The Company intends to promptly conduct interviews to hire an individual to serve as Chief Financial Officer and Treasurer. Mr. Ruttenberg, 58, has served as Chairman and Chief Executive Officer of the Company since 1998. The description of the material terms of Mr. Ruttenberg's employment agreement with the Company under the heading "Employment and Other Contracts - Edward F. Ruttenberg" and the information with respect to Mr. Ruttenberg under the heading "Other Transactions" in the Company's definitive proxy statement for its 2004 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 8, 2004, is hereby incorporated by reference in this Item 5.02. Item 8.01 Other Events. On May 12, 2005, the Board of Directors of the Company adopted a strategic plan focusing primarily on supplying storage lockers for recreational and other uses and indoor and outdoor mail delivery systems in the private sector and reducing substantially annual selling, general and administrative expenses. Attached as Exhibit 99.1 hereto is a copy of the Company's press release dated May 18, 2005, with respect to this matter. - 1 - Item 9.01 Financial Statements and Exhibits. (c) Exhibits 10.1 Form of Indemnity Agreement by and between American Locker Group Incorporated and each director and executive officer. 99.1 Press release dated May 18, 2005. - 2 - SIGNATURE 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. AMERICAN LOCKER GROUP INCORPORATED By: /s/ Edward F. Ruttenberg -------------------------- Edward F. Ruttenberg Chairman and Chief Executive Officer Dated: May 18, 2005 - 3 - EXHIBIT INDEX Exhibit 10.1 Form of Indemnity Agreement by and between American Locker Group Incorporated and each director and executive officer. Exhibit 99.1 Press release dated May 18, 2005. - 4 - EX-10 2 exh10-1.txt EXHIBIT 10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT AGREEMENT, effective as of May 12, 2005, between AMERICAN LOCKER GROUP INCORPORATED, a Delaware corporation (the "Company"), and _____________________ ("Indemnitee"). WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable costs; WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the full extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies, regardless of any future change in the Certificate of Incorporation, Bylaws, composition of the Board of Directors, or structure of the Company; NOW, THEREFORE, in consideration of the premises and of Indemnitee's service to the Company, directly or indirectly, and intending to be legally bound hereby, the parties hereto agree as follows: 1. In the event Indemnitee was, is, or becomes a party to or a witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to any such action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise ("Claim") by reason of (or arising in part out of) the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity (an "Indemnifiable Event"), the Company shall indemnify Indemnitee to the full extent permitted by law (the determination of which shall be made by the Reviewing Party referred to below) as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all expenses (including attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, preparing for and defending or participating in the defense of (including on appeal) any Claim relating to any Indemnifiable Event) (collectively "Expenses"), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of such claim and, if so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all such Expenses to Indemnitee; provided, however, that (i) the foregoing obligation of the Company shall not apply to a Claim that was commenced by the Indemnitee without the prior approval of the Board of Directors of the Company unless the Claim was commenced after a Change in Control (as defined in Section 5 herein); (ii) the foregoing obligation of the company shall be subject to the condition that an appropriate person or body (the "Reviewing Party") shall not have determined (in a written opinion in any case in which the special, independent counsel referred to in Section 4 hereof is involved) that Indemnitee would not be permitted to be indemnified for such Expenses under applicable ..law; and (iii) if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be indemnified for such Expenses under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all, such amounts theretofore paid (unless Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, in which event Indemnitee shall not be required to so reimburse the Company until a final judicial determination requiring such reimbursement is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed) and the Company shall not be obligated to indemnify or advance any additional amounts to Indemnitee under this Agreement (unless there has been a determination by a court of competent jurisdiction that the Indemnitee would be permitted to be so 2 indemnified or entitled to such expense advances under applicable law). 2. If there has not been a change in Control of the Company (as hereinafter defined), the Reviewing Party shall be (1) a quorum of the Board of Directors consisting of directors who are not parties to the action, suit or proceeding acting by majority vote, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, independent legal counsel by the use of a written opinion or (3) the stockholders. If there has been a Change in Control of the Company, the Reviewing Party shall be the special, independent counsel referred to in Section 4 hereof. 3. If Indemnitee has not been indemnified by the expiration of the foregoing thirty-day period or received expense advances or if the Reviewing Party determines that Indemnitee would not be permitted to be indemnified or be entitled to receive expense advances within two days of the request therefore in whole or in part under the applicable law, Indemnitee shall have the right to commence litigation seeking from the court a finding that Indemnitee is entitled to indemnification and expense advances or enforcement of Indemnitee's entitlement to indemnification and expense advances or challenging any determination by the Reviewing Party or any aspect thereof that Indemnitee is not entitled to be indemnified or receive expense advances and the burden of proving that indemnification or advancement of expenses is not appropriate shall be on the Company; any determination by the Reviewing Party in favor of Indemnitee shall be conclusive and binding on the Company, unless facts supplied by Indemnitee which form the basis for the determination are subsequently determined to have been materially incorrect at the time supplied. 4. The Company agrees that if there is a Change in Control of the Company (as hereinafter defined), then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and expense advances under this Agreement or any other agreement or the Certificate of Incorporation or the Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from special, independent counsel selected by Indemnitee who a majority of the disinterested Directors approves (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or Indemnitee. Such counsel, among other things, shall, determine whether and to what 3 extent Indemnitee is permitted to be indemnified or is entitled to expense advances under applicable law and shall render its written opinion to the Company and Indemnitee to such effect. The Company agrees to pay the reasonable fees of the special, independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto except for willful misconduct or gross negligence. 5. For purposes of this Agreement, (a) "Change in Control of the Company" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d)(3) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or if the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the company of all or substantially all the Company's assets. 6. To the extent Indemnitee is successful in such proceeding, the Company 4 shall indemnify Indemnitee against any and all expenses (including attorneys' fees) which are incurred by the Indemnitee in connection with any claim asserted or action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance payment of Expenses or insurance recovery, as the case may be. 7. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of any Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Claim relating in whole or in part to any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith. 8. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that Indemnitee is not entitled to indemnification or expense advance or that indemnification or expense advance is not permitted by applicable law. 9. The Company represents that it presently has in force and effect Directors' and officers' Liability Insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve in a capacity referred to in Section 1 hereof, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, 5 criminal, administrative or investigative, by reason of the fact that Indemnitee served in any capacity referred to in Section 1 hereof, the Company shall purchase and maintain in effect for the benefit of Indemnitee such insurance providing, in all respects, coverage at least comparable to that presently provided; provided, however, if, in the business judgment of the then Board, either (a) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (b) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event the Company shall not be required to maintain such insurance but shall and hereby agrees to the full extent permitted by law to hold harmless and indemnify Indemnitee to the fullest extent of the coverage which would otherwise have been provided for the benefit of Indemnitee. 10. (a) In the event of any changes after the date of this Agreement in any applicable law, statute, or rule which expands the right of the company to indemnify a person serving in a capacity referred to in Section 1 hereof, such change shall be within the purview of Indemnitee's rights, and the Company's obligations, under this Agreement. In the event of any changes in any applicable law, statute, or rule which narrow the right of the Company to indemnify a person serving in a capacity referred to in Section 1 hereof, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder. (b) The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, laws and regulations in effect now or in the future, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. 11. If the indemnification provided in Section 1 is unavailable and may not be paid to Indemnitee because such indemnification is not permitted by law, then in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to 6 the full extent permitted by law, to the amount of expenses, judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other hand from the transaction from which such action, suit or proceeding arose, and (ii) the relative fault of the Company on the one hand and of Indemnitee on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of Indemnitee on the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations. 12. All. obligations of the Company contained herein shall continue during the period Indemnitee serves in a capacity referred to in Section 1 hereof of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Claim relating to an Indemnifiable Event. 13. (a) Promptly after receipt by Indemnitee of notice of the commencement of any Claim relating to an Indemnifiable Event or proceeding in which Indemnitee is made or is threatened to be made a party or a witness, Indemnitee shall notify the Company of the commencement of such Claim; but the omission so to notify the Company shall not relieve the Company from any obligation it may have to indemnify or advance expenses to Indemnitee otherwise than under this Agreement. (b) Indemnitee shall not settle any claim or action in any manner which would impose on the Company any penalty, constraint, or obligation to hold harmless or indemnify Indemnitee pursuant to this Agreement without the Company's prior written consent, which consent shall not be reasonably withheld. 14. If any Claim relating to an Indemnifiable Event, commenced against Indemnitee is also commenced against the Company, the Company shall be entitled to 7 participate therein at its own expense, and, except as otherwise provided hereinbelow, to the extent that it may wish, the Company shall be entitled to assume the defense thereof. After notice from the Company to Indemnitee of its election to assume the defense of any Claim, the Company shall not be obligated to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation, travel and lodging expenses arising out of Indemnitee's participation in such Claim. Indemnitee shall have the right to employ Indemnitee's own counsel in such Claim, but the fees and expenses of such counsel incurred after notice from the Company to Indemnitee of its assumption of the defense thereof shall be at the expense of indemnitee unless (i) otherwise authorized by the Company, (ii) Indemnitee shall have reasonably concluded, and so notified the Company, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Claim, or (iii) the Company shall not in fact have employed counsel to assume the defense of such Claim, in which cases the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.. The Company shall not be entitled to assume the defense of any claim brought by or on behalf of the Company or its stockholders or as to which Indemnitee shall have made the conclusion set forth in (ii) of this Section 14. 15. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 16. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. 17. The Company shall not be liable under this Agreement to make any 8 payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. 18. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors, and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company's request. 19. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the full extent permitted by law. 20. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state, but excluding any conflicts-of-law rule or principle which might refer such governance, construction or enforcement to the laws of another state or country. The parties hereto agree to bring any litigation arising under this Agreement, including but not limited to matters arising under Section 3 of this Agreement, in any court in the states of Pennsylvania or Delaware having subject matter jurisdiction thereof and in which venue is proper, and each party hereto hereby consents to service of process and to appear in any such proceeding. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written. AMERICAN LOCKER GROUP INCORPORATED By: ---------------------------- Edward R. Ruttenberg Title: Chairman, President and Chief Executive Officer By: ---------------------------- 10 EX-99 3 exh99-1.txt EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE For further information contact: Edward F. Ruttenberg Phone: (412) 422-2377 Fax #: (412) 422-2378 Release No.: 2005-06 (BW) (NY-AMERICAN-LOCKER-GROUP)(NASDAQ:ALGIE) AMERICAN LOCKER GROUP INCORPORATED ANNOUNCES STATEGIC PLAN AND DEPARTURE OF PRESIDENT BUSINESS EDITOR: JAMESTOWN, N.Y., May 18, 2005 - American Locker Group Incorporated (NASDAQ: ALGIE) today announced a strategic plan to reduce annual selling, general and administrative expenses by approximately $3 million and to become a leaner and more focused supplier of metal storage lockers and secure indoor and outdoor mail delivery systems. American Locker Group expects to achieve most of the savings by moving its headquarters from leased facilities in Jamestown, N.Y. to company-owned facilities in Grapevine, Texas by the end of 2005. As a result, the Company expects to eliminate many of the 37 salaried and hourly positions in Jamestown. A limited number of Jamestown employees will be offered an opportunity to relocate to the Grapevine site of Security Manufacturing Corporation, a subsidiary of American Locker Group. A small Jamestown presence will be maintained for now. "American Locker Group is initiating this plan to build a stronger and more competitive platform for growth and to enhance our ability to serve customers in key markets," Chairman and CEO Edward Ruttenberg stated. "This plan will make our company leaner and more efficient as American Locker Group aims to focus on marketing our core products, introducing new products and expanding our customer base." American Locker Group's plan is the outcome of a two-month strategic review by Compass Advisory Partners, a consulting firm that was engaged by the Board of Directors in March 2005. The strategic review was initiated after American Locker Group announced on Feb. 8, 2005 that its largest customer, the United States Postal Service, would not renew its contracts with the company for Cluster Mail Box units. The contracts expire May 31, 2005. The United States Postal Service accounted for more than 50% of the company's annual sales in 2003 and 2004. Jamestown employees were notified today. Approximately 8 positions are being eliminated this week as the first step in streamlining the company and phasing out the Jamestown facility by the end of this year. Employees who are not retained will receive severance packages. "Our goal is to make this transition as smooth as possible for affected employees," Ruttenberg said. "American Locker Group was proud to call Jamestown our headquarters, but Grapevine is a more strategic and cost-effective location because our aluminum cluster mailbox manufacturing business is there and we own the facility." American Locker Group's Worldwide Service Center in Ellicottville, N.Y., will not be affected by today's announcement, as its 27 employees will continue to provide consulting and support to customers. The plan does not affect the Texas or Canadian workforces either. Overall, American Locker Group has approximately 130 employees, including more than 50 in Grapevine, which is in the Dallas-Fort Worth area. President's Employment Contract Expires The Company also announced today that the Board of Directors will not renew the employment contract of American Locker Group President, COO and Treasurer Roy J. Glosser when it ends in June 2005. Ruttenberg will immediately assume the duties of President, COO and Treasurer, and the company is currently conducting a search for an individual to serve as Chief Financial Officer who may become corporate Treasurer. "American Locker Group thanks Roy Glosser for his contributions to the past success of our company, and we wish him well as he pursues future opportunities," Ruttenberg said. NASDAQ Listing On April 28, 2005, American Locker Group was given notice by NASDAQ of a potential delisting due to the delay in filing its 10-K. On May 26, 2005 the Company will make a presentation at a NASDAQ oral hearing for the purpose of preserving its listing on the exchange. The Company's common stock continues to trade on NASDAQ under the ticker symbol ALGIE. Safe Harbor Statement under the Private Securities Litigation Reform Act Of 1995 Except for historical information contained in this press release, the matters discussed herein which contain forward-looking statements, including without limitation, statements relating to the Company's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) the Company's plans, strategies, objectives, expectations, and intentions are subject to change at any time at the discretion of the Company, (ii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory, (iii) the risk that the Company's contracts with the USPS will not be renewed, and (iv) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. ##### -----END PRIVACY-ENHANCED MESSAGE-----