-----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, Ql90Xthc6vHszA7JTU0kzxWuVacYPQfGo8DRrveQ99yyOGrNFDNH6IpNc+bpkAOV PhXjN89c2ltcRyTRmQihgw== 0000898431-05-000105.txt : 20050816 0000898431-05-000105.hdr.sgml : 20050816 20050816145247 ACCESSION NUMBER: 0000898431-05-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 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: 051030467 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 15, 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 15, 2005, American Locker Group Incorporated issued a press release announcing its operating results for the fiscal quarter ended June 30, 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 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated August 15, 2005, with respect to the announcement of operating results for the fiscal quarter ended June 30, 2005. 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 16, 2005 EXHIBIT INDEX 99.1 Press Release, dated August 15, 2005, with respect to the announcement of operating results for the fiscal quarter ended June 30, 2005. EX-99 2 exhibit99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 DRAFT: 08/15/05 LOGO OMITTED PRESS RELEASE For further information contact: Edward F. Ruttenberg Phone: (412) 422-2377 Fax: (412) 422-2378 Release No: 2005-15 (BW) (NY-AMERICAN-LOCKER-GROUP) (NASDAQ:ALGIE) AMERICAN LOCKER GROUP INCORPORATED ANNOUNCES RESULTS FOR SECOND QUARTER OF 2005 AND RETURN OF TRADING SYMBOL TO "ALGI" BUSINESS EDITOR JAMESTOWN, NY- (BUSINESS WIRE) August 15, 2005. American Locker Group Incorporated announced that it filed its Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2005. The operating results for the second quarter of 2005 reflect a partial 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 and second quarters, as a result of the loss of the USPS as a customer. In addition, the Company recorded restructuring charges of $1,158,000 in the second quarter of 2005. In the second quarter of 2005, the Company recorded consolidated net sales of $8,986,422, a decrease from $10,254,164, or 12.4%, over the second quarter of 2004. The Company's consolidated net sales for the six months ended June 30, 2005 were $18,146,642, which represents a decline of 8.4% from the consolidated net sales of $19,808,471 for the comparable period in 2004. The decrease in net sales was attributable primarily to a decline in plastic postal sales to the USPS, which was offset by a modest increase in metal locker and postal sales to the private market. Plastic locker sales were $3,736,000 in the second quarter of 2005 versus $5,345,000 in the same period of 2004, a decline of 30.1%, whereas metal locker and metal postal sales for the second quarter of 2005 were $5,250,000 compared to $4,909,000 in the same period of 2004, or an increase of 7.0%. The Company reported a net loss of $375,527 in the second quarter of 2005 and a net loss of $6,072,558 for the six months ended June 30, 2005, after a first quarter write-down of goodwill of $6,155,204, as compared to net income of $450,165 and $1,080,985, respectively, in the same periods of 2004. Loss per share on a diluted basis DRAFT: 08/15/05 was $0.25 per share in the second quarter of 2005 and $3.96 per share in the six months ended June 30, 2005, down from earnings per share on a diluted basis of $0.29 and $0.69, respectively, in the comparable periods of 2004. Edward F. Ruttenberg, the Company's Chairman and Chief Executive Officer, stated, "The Company is continuing the difficult process of implementing the restructuring plan adopted by the Board of Directors in May of this year. To date, the Company has eliminated three satellite sales offices and has reduced its executive, administrative and sales staff by 11 persons. The Company has also begun the process of relocating its headquarters to its facilities in Grapevine, Texas, and I now am working full-time in Grapevine. I am very pleased that John Harris, Harold Rabin, Mary Stanford and James Vanasek recently joined the Company's Board of Directors and are contributing to the Company's efforts to continue the implementation of the restructuring plan." The Company also announced that the Nasdaq Listing Qualifications Panel that was considering the Company's continued listing determined that the Company was in compliance with Nasdaq's continued listing requirements following the Company's filing of its Annual Report on Form 10-K for its fiscal year ended December 31, 2004 and its Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2005. Accordingly, the Panel determined to continue the listing of the Company's common stock on The Nasdaq National Market. Effective at the opening of business on August 10, 2005, the Company's trading symbol was changed back to "ALGI" from "ALGIE", which had been the trading symbol since the opening of business on April 21, 2005. 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 DRAFT: 08/15/05 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. ##### -----END PRIVACY-ENHANCED MESSAGE-----