-----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, EfN/Ng4cCgwyaKumEKYPrwkqohiGUAEefQ5vxFNbZ0r6+3KDhaN9w6GSF1NPw6Po xwUpNyceCZC8XvZeAoRNxA== 0000898431-05-000097.txt : 20050804 0000898431-05-000097.hdr.sgml : 20050804 20050804100335 ACCESSION NUMBER: 0000898431-05-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050801 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: 20050804 DATE AS OF CHANGE: 20050804 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: 05997899 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 form_8k.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): August 1, 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 August 1, 2005, American Locker Group Incorporated issued a press release announcing its operating results for the fiscal quarter ended March 31, 2005. A copy of the Company's 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. On August 1, 2005, the Board of Directors of American Locker Group Incorporated appointed John Harris, Harold Rabin, Mary Stanford and James Vanasek as new Directors of the Company. In addition, Dr. Rabin was appointed to serve as a member of the Executive Committee of the Board of Directors, Dr. Stanford and Mr. Vanasek were appointed to serve on the Audit Committee and Mr. Harris and Mr. Vanasek were appointed to the Executive Compensation Committee. A copy of the Company's press release with respect to this matter is attached hereto as Exhibit 99.2. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated August 1, 2005, with respect to the announcement of operating results for the fiscal quarter ended March 31, 2005. 99.2 Press Release, dated August 3, 2005, with respect to the appointment of four new 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: August 4, 2005 EXHIBIT INDEX 99.1 Press Release, dated August 1, 2005, with respect to the announcement of operating results for the fiscal quarter ended March 31, 2005. 99.2 Press Release, dated August 3, 2005, with respect to the appointment of four new directors. EX-99 2 exh99_1.txt EXHIBIT 99.1 PRESS RELEASE For further information contact: Edward F. Ruttenberg Phone: (412) 422-2377 Fax: (412) 422-2378 Release No: 2005-11 (BW) (NY-AMERICAN-LOCKER-GROUP) (NASDAQ:ALGIE) AMERICAN LOCKER GROUP INCORPORATED ANNOUNCES RESULTS FOR FIRST QUARTER OF 2005 ON FORM 10-Q REPORT BUSINESS EDITOR JAMESTOWN, NY- (BUSINESS WIRE) August 1, 2005. American Locker Group Incorporated announced that it filed its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2005. The operating results for the first quarter of 2005 reflect a full quarter 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 subsequent quarters of 2005 as compared to the first quarter, as a result of the loss of the USPS as a customer. In addition, the Company recorded 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. In the first quarter of 2005, the Company recorded consolidated net sales of $9,160,220, a decrease from $9,554,307, or 4.1%, over the first quarter of 2004. This decrease was attributable primarily to a decline in sales across all of the Company's basic product groupings. Sales to the USPS were $4.2 million in the first quarter of 2005 versus $4.5 million in the same period of 2004, a decline of 6.6%. Notwithstanding the loss of the USPS contract, the Company experienced relatively little decline in CBU sales in the first quarter of 2005, as the contract did not expire until May 31, 2005. The Company reported a net loss of $5,697,031 in the first quarter of 2005 as compared to net income of $630,820 in the same period of 2004, due primarily to the $6.1 million charge against operations for goodwill impairment. Loss per share on a diluted basis was $3.71 per share in the first quarter of 2005, down from earnings per share on a diluted basis of $0.41 in the first quarter of 2004. 1 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 exh99_2.txt EXHIBIT 99.2 PRESS RELEASE For further information contact: Edward F. Ruttenberg Phone: (412) 422-2377 Fax: (412) 422-2378 Release No: 2005-12 (BW) (NY-AMERICAN-LOCKER-GROUP) (NASDAQ:ALGIE) FOUR NEW DIRECTORS APPOINTED BUSINESS EDITOR JAMESTOWN, NY- (BUSINESS WIRE) August 3, 2005. American Locker Group Incorporated announced that the Board of Directors has named John Harris, Harold Rabin, Mary Stanford and James Vanasek as new Directors of the Company. Continuing as members of the Board are Edward F. Ruttenberg, Alan H. Finegold and Steven Bregman. The new Directors fill vacancies created by the recent resignations of Anthony J. Crisafio, Donald I. Dussing, Jr., Roy J. Glosser, Thomas Lynch, IV, and Jeffrey C. Swoveland as Directors. Mr. Ruttenberg, Chairman of the Board and Chief Executive Officer stated: "The Board of Directors is very pleased to welcome such well qualified persons to serve on the Board and key committees of the Board as the Company proceeds with the implementation of its restructuring plan." Mr. Harris has served as Principal of Harris Capital Advisors, a consulting, investment analysis and private equity financing firm located in Dallas, Texas, since 2001. Mr. Harris also served as Vice President of Emerson Partners, a real estate private equity fund, from 2001 to 2003. Prior to that, Mr. Harris was a partner at SunTx Capital Partners, a private investment firm also located in Dallas, Texas, from 2000 to 2001. He will serve on the Executive Compensation Committee of the Board. Dr. Rabin has been a diagnostic radiologist with Quantum Imaging and Therapeutic Associates for over 25 years. Dr. Rabin currently serves as a member of the group's Finance Committee and previously served as its President. In addition, Dr. Rabin is a member of the Medical Executive Committee of Holy Spirit Hospital in Camp Hill, Pennsylvania. He will serve on the Executive Committee of the Board. Dr. Rabin is Mr. Ruttenberg's brother-in-law and beneficially owns approximately 42,000 shares of the Company's common stock. 1 Dr. Stanford, PhD., has been an Associate Professor of Accounting at the Neeley School of Business at Texas Christian University since 2002. Dr. Stanford previously was an Associate Professor of Accounting at Syracuse University from 1999 to 2002. She will serve on the Audit Committee. Mr. Vanasek has served as Principal of VN Capital Management, LLC, a private hedge fund, since 2002. Prior to that, Mr. Vanasek was an investment banking associate at JPMorgan. VN Capital beneficially owns 121,508 shares, or 12.7% of the outstanding common stock. He will serve on the Audit and Executive Compensation Committees. 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 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-----