8-K 1 amer_locker-form8k053105.txt FORM 8-K 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 24, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 26, 2005, American Locker Group Incorporated (the "Company") had an oral hearing before a Nasdaq Listing Qualifiations Panel to appeal the decision of Nasdaq Stock Market ("Nasdaq") to delist the Company's common stock. In addition to the issues raised in the previously announced April 19, 2005 notice of noncompliance relating to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2004, the hearing also encompassed matters related to the issues raised in a notice from The NASDAQ Stock Market received by the Company on May 24, 2005. The May 24, 2005 notice stated that the Company is not in compliance with NASDAQ's requirements for continued listing set forth in NASDAQ Marketplace Rule 4310(c)(14) as a result of the Company's failure to file with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2005. The Company is working diligently to file its Annual Report on Form 10-K and Quarterly Report on Form 10-Q as soon as possible, but there can be no assurance that the Company will be able to avoid delisting. Attached as Exhibit 99.1 hereto is a copy of the Company's press release dated May 31, 2005, with respect to this matter. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated May 31, 2005. - 1 - 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 31, 2005 - 2 - EXHIBIT INDEX Exhibit 99.1 Press release dated May 31, 2005. - 3 -