8-K

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): April 2, 2013

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 Number)

2701 Regent Blvd., Suite 200

DFW Airport, Texas 75261

(Address of principal executive offices)

Registrant’s telephone number, including area code: (817) 329-1600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 of the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

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

American Locker Group Incorporated (the “Company”) issued a press release on April 2, 2013 announcing personnel changes among its senior management team. The press release is attached hereto as Exhibit 99.1.

(b) Effective April 2, 2013, Paul Zaidins resigned his position as President, Chief Executive Officer and Interim Chief Financial Officer of the Company to pursue other interests.

(c) Effective April 2, 2013, the Board of Directors of the Company appointed Anthony Johnston, a director, to serve as the Chairman of the Board and the Company’s Chief Executive Officer. John Harris, the former Chairman of the Board, will serve as the Vice Chairman of the Board going forward. Mr. Johnston, age 52, has served on the Company’s Board of Directors since February 2007. He has over 28 years of public company experience in both the manufacturing and service sectors. Previously, Mr. Johnston served as the Chief Financial Officer of Uniglobe Beacon Travel, a corporate travel management company based in Western Canada. Mr. Johnston was the principal owner of Okanagan Weight Loss Corp., a weight loss services company, from October 2008 until it was sold in 2011. From October 1996 until November 2007, he was a Senior Vice President with The Westaim Corporation, located in Calgary, Alberta, Canada, and during the period from 2002 to 2005, was President of iFire Technologies, a subsidiary of The Westaim Corporation. Prior to joining Westaim, Mr. Johnston spent 15 years with Canadian Airlines International in a variety of senior management and executive positions. Mr. Johnston serves on the boards of directors of two privately-held companies, ONETERRA Visa and Immigration Services and EssentialTalk Corporate Services.

Mr. Johnston will receive base compensation of $220,000 per year, which includes his compensation as Chairman of the Board of $20,000 but excludes any other compensation relating to his activities on the Board. Mr. Johnston will also be eligible for an annual incentive bonus of up to 50% of his base salary, as determined annually by the Compensation Committee and based upon the Company’s performance. Mr. Johnston also received options to purchase 80,000 shares of the Company’s common stock. The options vest in equal annual installments of 20,000 shares over the next four years. In addition, he received a $15,000 signing bonus, a vehicle allowance and reimbursement of certain relocation-related expenses. If Mr. Johnston’s employment is terminated without cause, he will be entitled to receive a severance payment equal to 12 months of his then current base compensation plus any incentive bonus earned for the year, and all of his stock options will immediately vest. If Mr. Johnston’s employment is terminated within 24 months of a change in control of the Company, he will be entitled to receive a severance payment equal to 24 months of his then current base compensation plus an amount equal to two times the incentive bonus he received for the previous year. In addition, all of his stock options will immediately vest and the Company will pay certain relocation expenses if Mr. Johnston relocates within 24 months of the date of termination. The key terms of Mr. Johnston’s compensation arrangements are described in the offer letter dated March 27, 2013, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

There is no family relationship between Mr. Johnston and any director or executive officer of the Company and there is no transaction between Mr. Johnston and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Also on April 2, 2013, the Board of Directors asked Stephen Slay, a consultant engaged by the Company in February 2013 to serve as its Vice President, Finance, to fulfill the role of the Company’s Chief Financial Officer. Mr. Slay, age 50, has over 25 years experience as an accounting and finance professional. From 2006 to 2012, Mr. Slay was with DRI Corporation, a public company headquartered in Dallas, Texas and served as its Corporate Controller, Chief Financial Officer and Chief Accounting Officer. Prior to DRI Corporation, Mr. Slay held senior accounting and finance positions at Axtive Corporation, McAfee, Inc., Zane Publishing, Inc., and Greyhound Lines, Inc., all located in the Dallas, Texas area. Mr. Slay started his career with the public accounting firm of Arthur Andersen & Company and is a 1985 graduate of the University of Oklahoma.

Mr. Slay’s engagement is governed by a professional services agreement pursuant to which he will be paid at the rate of $100 per hour for work performed. The agreement has an initial term of three months. After the end of the initial term, the services agreement may be terminated upon 30 days notice by either the Company or Mr. Slay, and the rate of pay and scope of work of Mr. Slay’s engagement may be renegotiated. The Company will indemnify Mr. Slay for any acts or omissions made in his capacity as an officer of the Company as though he formally held such title as an employee of the Company. The terms of Mr. Slay’s consulting arrangements are described in the professional services agreement dated February 25, 2013, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

There is no family relationship between Mr. Slay and any director or executive officer of the Company and there is no transaction between Mr. Slay and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1	Offer Letter dated April 2, 2013 addressed to Mr. Anthony Johnston
10.2	Professional Services Agreement dated February 25, 2013 by and between American Locker Group Incorporated and Stephen Slay
99.1	Press Release of American Locker Group Incorporated dated April 2, 2013

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: April 3, 2013	By:	/s/ Anthony Johnston
		Anthony Johnston
		Chairman of the Board and Chief Executive Officer

EX-10.1

Exhibit 10.1

April 2, 2013

Anthony B. Johnston

32 Silvertone Manor NW

Calgary, Alberta T3B5K5

Re: Letter of Employment

Dear Tony:

The Board of Directors of American Locker Group Incorporated (“ALG” or the “Company”) is pleased to offer you the position of Chairman, Chief Executive Officer (CEO) and President of American Locker Group, effective April 2, 2013. As we have discussed, the compensation package as outlined below is intended to keep you whole in terms of your current situation while providing you the opportunity to benefit from the future success of the Company. The following are the general terms and conditions of your employment:

Base Compensation, Annual Bonus and Benefits

Base compensation will be $220,000 per annum. For clarity, this base compensation includes the annual Chairman’s compensation of $20,000 per year but excludes non-Chairman Board Fees. You will participate in an annual Management Incentive Plan with a target bonus payout of 50% of your base salary. This Plan will be developed by the Compensation Committee of the Board and mutually agreed to. The Compensation Committee has the right to make reasonable changes to the terms and conditions of the Plan at its discretion on an annual basis. The Company will provide you, at its expense, health and other benefits currently provided to the CEO. All compensation will be subject to appropriate withholdings.

Stock Option Grants

An initial grant of 80,000 stock options at the current market price that would vest over a four-year period based on the following vesting schedule

April 1, 2014 – 20,000 options will vest

April 1, 2015 – 20,000 options will vest

April 1, 2016 – 20,000 options will vest

April 1, 2017 – 20,000 options will vest

Other Compensation

The Company will pay you a signing bonus of $15,000, subject to appropriate withholdings; provided that you use the full amount of such bonus for the purchase of ALG shares on the open market. In addition, the Company will lease a vehicle for your use, at a gross lease cost that is no higher than the lease costs of the 2012 Ford Explorer that is currently leased by the Company.

Relocation and Temporary Housing

The Company will reimburse you for the expenses incurred by you and your family in relocating to Dallas. These relocation costs would include, without limitation, the cost of moving your personal effects and any other out-of-pocket costs associated with a move to Dallas but would exclude any selling costs (real estate commissions paid) associated with the sale of your home in Canada. The Company will reimburse you for your temporary living expenses in the Dallas area until the earlier of the sale and relocation of your Calgary residence to Texas or December 31, 2013. Travel expenses for you or your wife and son will be provided once per month to Calgary or from Calgary to Dallas until permanent relocation but no later than December 31, 2013.

Professional Fees

The Company will reimburse you for legal fees related to VISA and Immigration work permits and financial (tax) professional fees until such time as you become a US permanent resident.

Severance and Change of Control

If your employment is terminated for cause, ALG has no obligation to pay severance or other costs.

If your employment is terminated without cause (as that term may be mutually agreed between the Company and you in the Employment Agreement (defined below) you will be provided:

1) 12 months’ severance at your then current compensation level, plus the target bonus for the year in which you are terminated as determined by the Plan, provided that if no target bonus has been established, you will receive a bonus equal to the bonus received in the year preceding the year of termination, if any;

2) Costs of relocating back to Canada (including costs and commissions incurred in selling your residence); provided such relocation is completed within 24 months of termination; and

3) Immediate vesting of all stock options.

If there is an effective change of control of the Company and your employment is terminated within 24 months of the change of control you will receive:

1) 24 months severance at your then current compensation level, plus an amount equal to two times the target bonus for the for the year in which you are terminated as determined by the Plan; provided that if no target bonus has been established, you will receive a bonus equal to two times the bonus received in the year preceding the year of termination;

2) Costs of relocation back to Canada (including costs and commissions incurred in selling your residence); provided such relocation is completed within 24 months of termination; and

3) Immediate vesting of all stock options.

We will prepare a comprehensive Employment Agreement (herein so called) that reflects the terms and conditions outlined in this letter as well as the Company’s confidentiality, non-solicitation and non-compete conditions and such other terms as may be customary for agreements of that type.

Sincerely,
American Locker Group Incorporated
By:	/s/ John E. Harris
	John E. Harris
	Chairman

Accepted this 2nd day of April, 2013

/s/ Anthony B. Johnston

Anthony B. Johnston

EX-10.2

Exhibit 10.2

PROFESSIONAL SERVICES AGREEMENT

This PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) made as of the 25th day of February, 2013, is between American Locker Group Incorporated (“Company”), a Delaware Corporation with offices at 2701 Regent Blvd., Suite 200, DFW Airport, TX 75261, and Stephen P. Slay (“Consultant”), with his principal place of business in Plano, Texas.

WHEREAS, Company desires to engage Consultant to perform certain consulting services for Company, and

WHEREAS, Consultant is qualified and desires to perform certain consulting services in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, the parties mutually agree as follows:

1. The Company hereby engages Consultant to perform such consulting services for the Company as are mutually agreed upon by Consultant and Company at mutually convenient times.

2. Consultant will be paid at the rate of $100 per hour, plus expenses, for work performed under this Agreement during the Initial Term (as defined in section 7 hereof) of this Agreement. Following expiration of the Initial Term, the rate shall be renegotiated based upon expectations as to the remaining duration and scope of the engagement. Consultant will submit an itemized statement of fees and expenses on a weekly basis. All invoices are due within five (5) days of presentation.

Company agrees to reimburse Consultant for all out-of-pocket expenses incurred while performing this engagement including, but not limited to, travel, lodging, meals, equipment rental, vehicle rental, supplies, telephone, fax and photocopying, all of which expenses shall be incurred in compliance with the Company’s travel and entertainment policy in effect from time to time and be subject to approval by the undersigned company representative or as otherwise designated.

3. Prior to commencement of work hereunder, Company shall provide a retainer against all amounts due Consultant in an amount of two (2) weeks estimated fees and expenses. The provision for a retainer may be waived by Consultant at the initiation of work hereunder, but may be reinstated at any point thereafter if the Consultant determines, in his sole discretion, that payment for all amounts due hereunder is not certain.

4. Consultant agrees to perform the services under this Agreement to the general satisfaction of the Company.

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5. Consultant shall at all times remain an independent contractor, and not an employee, and, except as contemplated in paragraph 1, will not have any authority to bind or act on behalf of the Company. Consultant shall be responsible for the payment of all federal, state and local taxes and any other taxes or business license fees that may be required or incurred by Consultant hereunder.

6. Consultant will perform the services in accordance with this Agreement at a location of Consultant’s discretion or as mutually agreed by the parties.

7. This Agreement shall be effective for a period of three (3) months (“Initial Term”) from the date services commence and Consultant will devote such time per week so as to satisfactorily perform the services in accordance with the terms of this Agreement.

8. Consultant agrees, in the performance of the services under this Agreement, to comply with all laws, regulations and other legal or administrative obligations required by applicable authorities.

9. This Agreement may be terminated by either party following the expiration of the Initial Term upon thirty (30) days written notice to the other party or immediately by the Company upon written notice to Consultant evidencing default of his obligations hereunder.

10. Consultant has agreed to execute and make a part hereof the Confidentiality Agreement attached hereto as Exhibit A.

11. Consultant assumes no responsibility or liability under this Agreement other than to render the consulting services called for hereunder in good faith, and shall not be responsible for any action taken by the Company in following or declining to follow any advise or recommendation of Consultant. Consultant shall be liable to Company only for acts of gross negligence or willful or wanton misconduct. Consultant makes no warranties, including warranty of merchantability or fitness, either expressed or implied with respect to any work product. Consultant shall not be liable for any loss or damages resulting from Consultant’s performance or failure to perform or resulting from Company’s reliance on advice given by Consultant. Consultant shall not be liable for any consequential or special damages arising out of the performance of work or failure to perform work or services or for advice given.

IN NO EVENT SHALL THE CONSULTANT BE LIABLE (IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WHETHER SUCH NEGLIGENCE IS GROSS, SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE, OR BASED ON STRICT LIABILITY) TO THE COMPANY FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM CONSULTANT’S PERFORMANCE, NONPERFORMANCE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

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12. Consultant shall neither exercise authority or control over nor participate in arranging for the disposal of hazardous wastes and shall not have the ability or power to direct corporate activities of the Company regarding hazardous waste transportation, storage or disposal or other practices relating in any way to the Company’s environmental matters. Furthermore, Consultant shall not control or have authority over the activities of a facility from which hazardous substances are released and Consultant shall not participate in the management of such a facility. Consultant shall not be liable for any environmental response costs incurred by the Company or others under any applicable state or federal environmental laws, and Company shall indemnify and hold harmless Consultant for any such costs incurred.

13. To the extent Consultant acts in the capacity of an officer, director or similarly situated authority, whether in name or in fact, the Company shall indemnify Consultant for acts and omissions as though Consultant formally held such officer, director or similar status to the fullest extent authorized by the relevant corporate laws and the Company’s by-laws.

14. In case any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

15. Neither party shall be responsible for delays or failures in performance resulting from, but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication or power failures, earthquakes or other disasters.

16. The undersigned warrants and represents this Agreement has been duly authorized by the Company.

17. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas.

	American Locker Group Incorporated
/s/ Stephen P. Slay	By:
Stephen P. Slay, Consultant
	Title:	President & CEO

III

Exhibit A

CONFIDENTIALITY AGREEMENT

This Agreement is entered into this 25th day of February, 2013 between Stephen P. Slay (“Consultant”) and American Locker Group Incorporated (the “Company”).

Consultant, as an independent contractor of the Company, will have access to business and technical information that the Company considers confidential, proprietary, and valuable. As consideration for access to such information, Consultant hereby agrees as follows:

1. The term “Confidential Information” includes all information furnished to Consultant by the Company or its Representatives, regarding the business, and any terms, conditions or other facts with respect to the business (whether written or oral) and all information, analyses, summaries and other work product derived by Consultant from such information, but does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Consultant, or (ii) was or becomes available to Consultant on a non-confidential basis from a source other than the Company or its Representatives (provided that such source is not bound by a confidentiality obligation to the Company). The term “Representatives” means the Company’s affiliates and such party’s and its affiliates’ directors, officers, partners, employees, agents (including suppliers, manufacturers and customers) and advisors (including, without limitation, financial advisors, legal counsel and accountants), and the term “person” shall include any corporation, company, partnership, limited liability company, trust, governmental entity or individual.

2. Consultant recognizes and acknowledges the competitive value and proprietary and confidential nature of the Confidential Information and each party agrees that the Confidential Information shall be used by Consultant solely for the purpose of performing his duties pursuant to a Professional Services Agreement of even date herewith. The Confidential Information shall not be used by Consultant in any way detrimental to the Company (including, without limitation, in competition with the Company). Each party also agrees that Consultant shall keep the Confidential Information confidential and shall not disclose to any third party any of the Confidential Information now or hereafter received or obtained from the Company or any of its Representatives, without the prior written consent of the Company; provided that any Confidential Information may be disclosed to the extent required by applicable law or legal process in compliance with paragraph (4) hereof.

3. At the end of the engagement or upon the Company’s request, all Confidential Information supplied by the Company or its Representatives (and all copies, extracts or other reproductions in whole or in part thereof) shall be returned to the Company or, with the Company’s written permission, destroyed and not retained by Consultant in any form or for any reason. This provision applies to all documents, memoranda, notes, computer programs and databases and other writings whatsoever prepared by Consultant based on the Confidential Information.

4. Notwithstanding anything to the contrary set forth herein, in the event that Consultant is requested or becomes legally compelled (by oral questions, interrogatories,

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requests for information or documents, subpoena, civil investigative demands or similar process) to disclose any of the Confidential Information or take any other action prohibited by this Agreement, Consultant shall provide the Company with prompt written notice thereof (in reasonable detail) so that the Company may elect to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with provisions of this Agreement, Consultant shall furnish only that portion of the Confidential Information or take only such action as is required by law or binding order and shall exercise its best efforts to obtain reliable assurance that confidential treatment shall be accorded any Confidential Information so furnished.

5. Consultant hereby acknowledges that he is aware that the United States securities laws prohibit any person who is in the possession of material non-public information about a company from purchasing or selling that company’s securities.

6. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall be binding on and inure to the benefit of Consultant and his successors and assigns. Consultant acknowledges that money damages would not be a sufficient remedy for any violation of the terms of this Agreement, that the Company shall accordingly be entitled to specific performance and injunctive relief as remedies for any such violation and that these remedies shall not be deemed to be the exclusive remedies for a violation of the terms of this Agreement, but shall be in addition to all other remedies available to the Company at law or in equity. It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. Consultant acknowledges and agrees that the Company has an interest in the Confidential Information and shall be entitled to enforce its rights under this Agreement in its own right and name without seeking the consent of Consultant. This Agreement shall be governed and construed in accordance with the laws of the State of Texas without giving effect to the conflicts of law provisions thereof. If any portion of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and shall remain in full force and effect

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.

	American Locker Group Incorporated
/s/ Stephen P. Slay	By:
Stephen P. Slay, Consultant
	Title:	President & CEO

II

EX-99.1

Exhibit 99.1

American Locker Group Reports 2012 Earnings and Management Changes

DFW Airport, Texas – April 2, 2013 – American Locker Group Incorporated (OTCQB: ALGI), a recognized leader in secure storage solutions, reported yesterday that it posted net sales of $13.7 million, net loss before income taxes of $483,145 and net loss of $614,578, or $0.37 per share, for the year ended December 31, 2012.

	2012 Results
	2012			2011		Vs. 2011
Net sales	$	13.7 million		$	13.4 million		2.2	%
Net (loss) income before income taxes	$	(483,145	)	$	80,607		N/A
Net (loss) income	$	(614,578	)	$	37,091		N/A
Adjusted EBITDA	$	722,492		$	748,217		-3.4	%
Earnings per share	$	(0.37	)	$	0.07		N/A

Annual Results

Net sales for the year were up approximately $290,000, or 2.2%, from $13.4 million to $13.7 million. The increase in revenue was driven by increases in contract manufacturing sales of approximately $1.3 million, concession revenues of approximately $119,000, and mailbox sales of approximately $66,000, offset by a decrease in locker sales of approximately $1.2 million. The Company’s strategic decision to aggressively grow contract manufacturing services resulted in year-over-year contract manufacturing sales growth of 302%.

Gross margin for the year was 28.6% of net sales as compared to 30.6% of net sales in 2011 for a decrease of 200 basis points. The decreased gross margin was due to increased overhead as a percentage of net sales, primarily a result of increased overtime and salary expense.

The Company has continued to focus on selling, general and administrative (“SG&A”) expense reductions. SG&A expenses were approximately $4.0 million in 2012, a decrease of approximately $80,000 from the previous year. The year-over-year decrease in SG&A expense is primarily due to reduced travel, incentive compensation and audit expenses.

The Company reported a net loss of approximately $615,000 in 2012 as compared to net income of approximately $37,000 in 2011. Contributing to this decrease were a one-time restructuring charge of approximately $284,000 recorded in 2012 in connection with the relocation of our Ellicottville, New York operations to the Company’s Texas facility and a one-time charge of approximately $210,000 recorded in 2012 to increase the deferred tax asset valuation allowance.

Adjusted EBITDA for 2012 totaled approximately $722,000, a decline of approximately $26,000 from Adjusted EBITDA of approximately $748,000 reported in 2011. Adjusted EBITDA as a percentage of revenues for year ended 2012 was 5.3%, compared to 5.6% in 2011, a decrease of 30 basis points.

Update on Plan to Aggressively Grow Contract Manufacturing Business

The Company continued its ongoing commitment to enhance and improve its manufacturing capabilities in 2012. During the year, the Company installed a laser cutting system and, through the hiring of David Denton as Chief Operating Officer in the fourth quarter, added experience and depth to its manufacturing expertise. These actions, together with our relocation to a larger, more efficient manufacturing facility and installation of a state-of-the-art powder coating line, both of which occurred in previous years, significantly improved the Company’s manufacturing capabilities and, in turn, have enabled it to pursue more contract manufacturing opportunities. These efforts have resulted in year-over-year growth of contract manufacturing revenues of 302% for the year ended 2012.

Use of Non-GAAP Financial Measure: Adjusted EBITDA

To provide investors with additional information regarding the Company’s financial results, this press release presents Adjusted EBITDA, a non-GAAP financial measure. The Company has provided below a reconciliation of net income (loss) to Adjusted EBITDA, the most directly comparable GAAP financial measure.

Adjusted EBITDA is a key metric used by the Company’s management to monitor and evaluate the performance of the business and believes the presentation of this measure will enhance investors’ ability to analyze trends in the Company’s business, evaluate the Company’s performance relative to other companies, and evaluate the Company’s ability to service debt.

Adjusted EBITDA is not a presentation made in accordance with GAAP and the Company’s computation of Adjusted EBITDA may vary from other companies. Adjusted EBITDA should not be considered as an alternative to operating earnings or net income as a measure of operating performance. In addition, Adjusted EBITDA is not presented as and should not be considered as an alternative to cash flows as a measure of liquidity. Adjusted EBITDA has important limitations as an analytical tool and should not be considered in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP.

Because of these limitations, Adjusted EBITDA should be considered in conjunction with other financial performance measures, including various cash flow metrics, net loss and the Company’s other GAAP results.

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Reconciliation of EBITDA Calculation for year ended December 31:

	Year Ended December 31,
	2012			2011
Net loss	$	(614,578	)	$	37,091
Income tax (benefit) expense		131,433			43,516
Interest expense		116,382			68,733
Other expense (income)		0			(129,232	)
Contingency Expense		50,000			0
Restructuring costs		283,924			0
Depreciation and amortization expense		744,094			671,009
Equity based compensation		11,237			57,100
Adjusted EBITDA	$	722,492		$	748,217

Management Changes Announced

The Company announced today that current President and Chief Executive Officer, Paul Zaidins, has resigned from the Company effective April 2, 2013, and the Board of Directors has accepted his resignation. The Board of Directors also announced today that current Board member Anthony Johnston has been appointed Chairman of the Board and Chief Executive Officer, John Harris, current Chairman, has been appointed Vice Chairman, and Stephen Slay, current Vice President, Finance has been appointed Chief Financial Officer.

“We would like to thank Paul Zaidins for his service to American Locker during the last 6 years and we wish Paul the best in the future” said John Harris, current Chairman. “We are very pleased that Anthony Johnston has accepted the role as Chairman and CEO. Mr. Johnston has more than 25 years executive experience in public and private companies. Mr. Johnston’s appointment, along with the recent appointment of David Denton as Chief Operating Officer and Mr. Slay as CFO, has put in place a growth-focused executive team that can capitalize on the strong American Locker brand and the company’s expanded production capabilities.”

Forward - Looking Statements

In the interest of providing Company stockholders and potential investors with information regarding the Company, including the Company’s assessment of its 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

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new information, future events or results or otherwise. Company stockholders 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.

About American Locker Group Incorporated

American Locker is a premier metal fabricator of secure storage solutions under the American Locker and Canadian Locker brands. The Company is best known for manufacturing and servicing the widely-utilized key and lock system with the iconic plastic orange cap. The Company also has a growing precision sheet metal fabrication business. Its Security Manufacturing Corporation subsidiary is a leading provider of multi-tenant mailboxes.

Further information about American Locker is available at

www.americanlocker.com

Follow American Locker on Twitter:

www.twitter.com/AmericanLocker

Contact:

American Locker Group Incorporated

Stephen Slay, Chief Financial Officer, (817) 329-1600

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