-----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, I4iUGxiiRNN3jAPfx+X8kVYn0AcMlJPQmnvudgmAjNdwZd2eHuxqeYAzOajFaVj0 OChyWQAEdvUfW4X/b4sWsg== 0001104659-08-003058.txt : 20080116 0001104659-08-003058.hdr.sgml : 20080116 20080116144417 ACCESSION NUMBER: 0001104659-08-003058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080111 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: 20080116 DATE AS OF CHANGE: 20080116 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: 08533248 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 a08-1890_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  January 11, 2008

 

American Locker Group Incorporated

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

0-439

 

16-0338330

(State of Incorporation)

 

(Commission File Number)

 

(IRS employer identification no.)

 

815 S. Main Street

Grapevine, Texas 76051

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number, Including Area Code:  (817) 329-1600

 

Not Applicable

Former name or former address, if changed since last report

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 11, 2008, American Locker Group Incorporated, a Delaware corporation (the “Company”), issued a press release announcing that Mr. Edward Ruttenberg, the Company’s Chairman, Chief Executive Officer, Chief Operating Officer and Treasurer, notified the Company that he would be resigning from his position as Chairman and from his executive officer positions effective January 31, 2008.  Mr. Ruttenberg will continue to serve as a member of Board of Directors.

 

In connection with Mr. Ruttenberg’s resignation, on January 11, 2008, John E. Harris, a current member of the Company’s Board of Directors, was appointed as non-executive Chairman of the Board of Directors.  Also on January 11, 2008, Allen D. Tilley, who is a current member of the Company’s Board of Directors, was appointed as Chief Executive Officer of the Company, and Paul M. Zaidins, the Company’s current Chief Financial Officer, was appointed as President and Chief Operating Officer of the Company.  Mr. Zaidins will continue to perform his duties as Chief Financial Officer, and, as President and Chief Operating Officer, will oversee the Company’s day-to-day business operations.

 

Mr. Harris has been a director of the Company since July 2005 and is a member of the Executive Compensation—Stock Option and Nominating and Governance Committees. Since August 2006, Mr. Harris has been a Vice President of U.S. Trust, an investment management company. Mr. Harris has served as Principal of Harris Capital Advisors, a consulting, investment analysis and private equity financing firm, from 2001 through August 2006. Mr. Harris also served as Vice President of Emerson Partners, a real estate private equity fund, from 2001 to 2003. Mr. Harris is a Chartered Financial Analyst charterholder and holds a Masters of Business Administration from Southern Methodist University.

 

Mr. Tilley was appointed as a director of the Company in October 2007.  From September 2006 through the present, Mr. Tilley has served as an adjunct professor at Southern Methodist University’s School of Engineering.  From 1998 through December 2006, Mr. Tilley was the President and CEO of Schubert Packaging Systems, a robotic packaging machine subsidiary of a German-based packaging machine manufacturer, and from 1997 served as a consultant to the Schubert companies prior to assuming his current role.  Prior to that, Mr. Tilley has been an independent consultant and served in various executive positions with Frito Lay and Pepsi Foods International, both of which are divisions of PepsiCo.  Mr. Tilley holds a bachelor of science from Kansas State University and a masters of business administration from Southern Methodist University.

 

Mr. Zaidins was named the Company’s Chief Financial Officer in August 2007 and prior to that served as the Company’s Controller since November 2006. Prior to joining the Company, he was a Managing Director for the investment banking firm Lane-Link Group from 2004 to 2006. Prior to 2004, he owned and operated specialty retail stores and was Managing Director for the investment banking firm ECDI Capital. He has been a certified public accountant since 1992.

 

The full text of the press release issued by the Company announcing Mr. Ruttenberg’s resignation and the appointments of Messrs. Harris, Tilley and Zaidins is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

2



 

Item 9.01  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release, dated January 11, 2008.

 

3



 

SIGNATURES

 

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

 

 

 

 

 

 

Date: January 16, 2008

By:

  /s/ Edward F. Ruttenberg

 

 

Name:

Edward F. Ruttenberg

 

 

Title:

Chairman, Chief Executive Officer,
Chief Operating Officer and Treasurer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release, dated January 11, 2008.

 

5


EX-99.1 2 a08-1890_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Grapevine, Texas – January 11, 2008 – American Locker Group Incorporated (OTC: ALGI.PK) ( “American Locker” or the “Company”) announced today that Edward F. Ruttenberg, the Company’s Chairman, Chief Executive Officer, Chief Operating Officer and President has notified that Company that, effective January 31, 2008, he will retire as an officer of the Company.  Mr. Ruttenberg will continue to serve as a Director of the Company. In addition, he has also agreed to enter into a short-term consulting arrangement with the Company.

 

Mr. Ruttenberg stated that his retirement would allow him to focus on other business interests that require an increasing percentage of his time but that his continuing role as a Director of the Company and as a consultant, would allow him to continue to contribute to the Company’s future.

 

Mr. Ruttenberg stated that, “During the last two years, we have made substantial progress at the Company: we have relocated to our Grapevine, Texas headquarters; we have implemented new financial and accounting controls and lean manufacturing processes; we have established a new credit facility; and we have completed our annual audits and made substantial progress towards becoming current in our securities filings.  Given these achievements, and the fact that I have other business interests that require my more active involvement, I believe it is time for me to relinquish day-to-day operating responsibility at the Company.”

 

In connection with this announcement, the Company announced that John Harris, who is currently a director of the Company, had been appointed as non-executive Chairman of the Board, Allen D. Tilley, who is also a director of the Company, had been appointed as Chief Executive Officer and Paul Zaidins, who is Chief Financial Officer of the Company, had been appointed as President and

Chief Operating Officer of the Company. Mr. Zaidins will continue to perform his duties as Chief Financial Officer.

 



 

As President and Chief Operating Officer, Mr. Zaidins will have day-to-day operating responsibility for the Company.  Prior to joining the Company in 2006, Mr. Zaidins was Managing Director of Lane-Link Group, an investment banking firm.

 

John Harris, the newly appointed non-executive Chairman of the Board, stated, “Paul Zaidins is the ideal person to lead American Locker Group at this time. His seasoned business judgment and strong financial background will enable him to lead the Company effectively as it seeks to expand its product offerings and market penetration while managing costs. The Company is fortunate to have a member of its existing management team who is so well-versed in the challenges facing the Company and in the Company’s core strengths, and who can step into this important leadership role without delay.”

 

Mr. Harris added, “The Company and its stockholders have benefited greatly from the wisdom and judgment of Ed Ruttenberg, during his tenure as President and Chief Executive Officer. We wish him great success and are grateful that he has agreed to continue to serve as a Director.”

 

About American Locker Group Incorporated

 

American Locker is the world’s premier supplier of secure storage lockers under the American Locker Security Systems and Canadian Locker brands.  American Locker’s systems range from classic coin-operated lockers to computer/electronic-controlled distribution systems to employee and personal lockers. American Locker is known for its iconic orange keys and is viewed as the industry standard for secure storage.  Its Security Manufacturing Corporation subsidiary is a leading provider of commercial mailboxes through a national distribution network.  Security Manufacturing offers a complete line of U.S. Postal Service approved mailboxes including horizontal and vertical apartment mailboxes, plus private delivery styles for the private sector and universities

 



 

Further information about American Locker and its subsidiaries is available at
www.americanlocker.com, www.securitymanufacturing.com and
www.canadianlocker.com .

 

Contacts:

 

American Locker Group Incorporated

 

Edward Ruttenberg, Chairman and CEO, (817) 329-1600

 

In the interests of providing Company shareholders and potential investors with information regarding the Company, including the Company’s assessment of its and its subsidiaries’ future plans and operations, certain statements included in this press release may constitute forward-looking information or forward-looking statements (collectively, “forward-looking statements”). All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate” and similar expressions are generally intended to identify forward-looking statements. Actual events or results may differ materially.  Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.  Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company and the foregoing list of important factors is not exhaustive. These forward-looking statements made as of the date hereof disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.  Company shareholders and potential investors should carefully consider the information contained in the Company’s filings with United States securities administrators at www.sec.gov before making investment decisions with regard to the Company.

 


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