-----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, PmXXqPkeKEcPsUkPX6BjUmMsd27jKXXr7q2SXTJSR/zG64niQMyFIo1sxU9gwqZ5 sK9yQzdrYJfQIDcpMyUbtQ== 0000898431-05-000094.txt : 20050729 0000898431-05-000094.hdr.sgml : 20050729 20050729165743 ACCESSION NUMBER: 0000898431-05-000094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 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: 05985587 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 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): July 27, 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 2.02 Results of Operations and Financial Condition. On July 27, 2005, American Locker Group Incorporated issued a press release announcing its operating results for the fiscal year ended December 31, 2004. A copy of the press release with respect to this matter is attached hereto as Exhibit 99.1. The information in Item 2.02 of this Current Report is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Effective July 28, 2005, Anthony J. Crisafio, Donald I. Dussing, Jr., Roy J. Glosser, Thomas Lynch, IV, and Jeffrey C. Swoveland resigned as Directors of the Company. Attached as Exhibit 99.2 hereto is a copy of the Company's press release dated July 28, 2005, with respect to this matter. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated July 27, 2005, with respect to the announcement of operating results for the fiscal year ended December 31, 2004. 99.2 Press Release, dated July 28, 2005, with respect to the resignation of five directors. 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, Chief Executive Officer, Chief Operating Officer and Treasurer Dated: July 28, 2005 EXHIBIT INDEX 99.1 Press Release, dated July 27, 2005, with respect to the announcement of operating results for the fiscal year ended December 31, 2004. 99.2 Press Release, dated July 28, 2005, with respect to the resignation of five directors. EX-99 2 exhibit99_1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] PRESS RELEASE For further information contact: Edward F. Ruttenberg Phone: (412) 422-2377 Fax: (412) 422-2378 Release No: 2005-09 (BW) (NY-AMERICAN-LOCKER-GROUP) (NASDAQ:ALGIE) ANNUAL REPORT ON FORM 10-K FILED; RESULTS FOR 2004 ANNOUNCED BUSINESS EDITOR JAMESTOWN, NY- (BUSINESS WIRE) July 27, 2005. American Locker Group Incorporated announced that it filed its Annual Report on Form 10-K for its fiscal year ended December 31, 2004 and also plans to file amended quarterly reports for the first three quarters of 2004 to reflect increases in net income in each period from that previously reported as a result of corrections in inventory accounting. The operating results for 2004 reflect a full year of revenues from the Company's long-term contract with the United States Postal Service (USPS) for polycarbonate and aluminum Cluster Box Units (CBUs), which was not renewed by USPS and expired on May 31, 2005. The Company expects that its sales and operating results will decline substantially in 2005 as compared to 2004, as a result of the loss of USPS as a customer. In addition, the Company will record an impairment charge of approximately $6.4 million including a goodwill write-down of $6.1 million against its operating results in the first quarter of 2005. After the Company received notification in February 2005 that the USPS would not renew the CBU contract, the Company's Board of Directors reviewed the Company's strategic alternatives, with the assistance of outside advisors, and adopted a restructuring plan, summarized in the Annual Report, to reduce annual selling, general and administrative expenses significantly, primarily though personnel reductions in Jamestown, New York and the relocation of the Company's headquarters to its owned facilities in Grapevine, Texas, by the end of 2005. In addition, the Company is seeking to restructure its term and revolving credit loans. As a result of the nonrenewal of the USPS contract, the Company's lender notified the Company that it was in default on its outstanding bank indebtedness. 1 In 2004 the Company recorded its largest sales volume ever, with consolidated net sales of $49,023,417, an increase of $9,766,979, or 24.9%, over the prior year. This increase was attributable primarily to an approximately $7,000,000 bulk order of CBUs from the USPS delivered in the third quarter of 2004. Sales to USPS accounted for 53.9% of consolidated net sales in 2004, compared to 52.7% of consolidated net sales in 2003. Pre-tax income rose from $3,545,379 in 2003 to $4,500,938 in 2004, an increase of 27.0%, after accounting for a one-time charge of $1,102,500 for an environmental settlement. Net income rose from $2,147,132 in 2003 to $2,702,948 in 2004, an increase of 25.9%. Earnings per share on a diluted basis were $1.73 per share, up $0.35 from the previous year, an increase of 25.4%. The matters discussed in this press release 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 certain known and unknown risks, some of which are beyond the Company's control, including, among others, risks related to (i) the Company's plans, strategies, objectives, expectations, and intentions, which are subject to change at any time at the discretion of the Company, (ii) the successful implementation of the Company's restructuring plan, including a significant reduction of annual selling, general and administrative expenses, the relocation of the Company's headquarters in Texas, and the restructuring of its bank debt on terms acceptable to its lenders, (iii) new product development by the Company, (iv) the Company's liquidity and capital resources, (v) the Company's competition, and (vi) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. The Company's actual results could differ materially from those expressed in any forward-looking statement made by or on the Company's behalf. In light of these risks and uncertainties, there can be no assurance that the forward-looking information will, in fact, prove to be accurate. The Company has undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ##### 2 EX-99 3 exhibit99_2.txt EXHIBIT 99.2 Exhibit 99.2 [GRAPHIC OMITTED] PRESS RELEASE For further information contact: Edward F. Ruttenberg Phone: (412) 422-2377 Fax: (412) 422-2378 Release No: 2005-10 (BW) (NY-AMERICAN-LOCKER-GROUP) (NASDAQ:ALGIE) FIVE DIRECTORS RESIGN BUSINESS EDITOR JAMESTOWN, NY- (BUSINESS WIRE) July 28, 2005 American Locker Group Incorporated announced that, Anthony J. Crisafio, Donald I. Dussing, Jr., Roy J. Glosser, Thomas Lynch, IV, and Jeffrey C. Swoveland resigned as Directors effective July 28, 2005, subsequent to the Company's filing of its Annual Report on Form 10-K for its fiscal year ended December 31, 2004. Edward F. Ruttenberg, Alan H. Finegold and Steven Bregman, the remaining Directors, are recruiting qualified candidates for appointment to the Board as promptly as practical. Mr. Ruttenberg, the Company's Chairman and Chief Executive Officer, stated, "American Locker Group greatly appreciates the dedicated service of Messrs. Crisafio, Dussing, Glosser, Lynch and Swoveland on its Board of Directors and, particularly, for their leadership through the difficult process this spring that led to the Board's adoption of a strategic plan to reduce annual selling, general and administrative expenses primarily through personnel reductions in Jamestown, New York, and the relocation of the Company's headquarters to its owned facilities in Grapevine, Texas, by the end of 2005. We currently are recruiting qualified candidates to become new Directors to serve the Company as it implements that strategic plan." The matters discussed in this press release 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 certain known and unknown risks, some of which are beyond the Company's control, including, among others, risks related to (i) the Company's plans, strategies, objectives, expectations, and intentions, which are subject to change at any time at the discretion of the Company, (ii) the successful implementation of the Company's restructuring plan, including a significant reduction of annual selling, general and administrative 1 expenses, the relocation of the Company's headquarters in Texas, and the restructuring of its bank debt on acceptable terms, (iii) new product development by the Company, (iv) the Company's liquidity and capital resources, (v) the Company's competition, and (vi) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. The Company's actual results could differ materially from those expressed in any forward-looking statement made by or on the Company's behalf. In light of these risks and uncertainties, there can be no assurance that the forward-looking information will, in fact, prove to be accurate. The Company has undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ##### 2 -----END PRIVACY-ENHANCED MESSAGE-----