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): July 1, 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.

(c) Effective July 1, 2013, the board of directors of American Locker Group Incorporated (the “Company”) appointed Stephen P. Slay to serve as the Company’s Chief Financial Officer. Mr. Slay, age 50, had previously been engaged by the Company as a consultant and served as the Company’s Vice President, Finance and its interim Chief Financial Officer. Mr. Slay 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 will receive base compensation of $170,000 per year and will be eligible to participate in an annual management incentive plan, as determined by the Company’s Compensation Committee, with a target bonus payout of 30% of his base compensation. Mr. Slay also received options to purchase 10,000 shares of the Company’s common stock. These options are subject to the following vesting schedule: 3,334 will vest on July 1, 2014 and 3,333 will vest on each of July 1, 2015 and 2016. In addition, he will receive a $10,000 signing bonus and will be eligible to participate in the Company’s employee benefit plans. If Mr. Slay’s employment is terminated without cause, he will be entitled to receive a severance payment equal to six months of his then current base compensation. If Mr. Slay’s employment is terminated within 12 months of a change in control of the Company, he will be entitled to receive a severance payment equal to 12 months of his then current base compensation and all of his unvested stock options will immediately vest. The key terms of Mr. Slay’s compensation arrangements are described in the offer letter dated June 21, 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. 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 June 21, 2013to Mr. Stephen P. Slay

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

EX-10.1

Exhibit 10.1

June 21, 2013

Stephen P. Slay

3924 Boulton Court

Plano, TX 75025

Re: Letter of Employment

Dear Steve:

The Board of Directors of American Locker Group Incorporated (“ALG” or the “Company”) is pleased to offer you the position of Chief Financial Officer (CFO) of American Locker Group effective July 1, 2013. As previously discussed the following are the general terms and conditions of your employment:

Base Compensation, Annual Bonus and Benefits

Base compensation will be $170,000 per annum. You will participate in an annual Management Incentive Plan with a target bonus payout of 30% of your base salary. This Plan is currently being finalized 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. All compensation will be subject to appropriate withholdings. You will be eligible to participate in all of the company benefit plans and the company will make its best efforts to waive the standard three month hold on participating in the Health and Dental plans. You will be eligible for 4 weeks paid vacation annually including in 2013.

Stock Option Grants

A grant of 10,000 stock options at the current market price that would vest over a three-year period based on the following vesting schedule

July 1, 2014 – 3,334 options will vest

July 1, 2015 – 3,333 options will vest

July 1, 2016 – 3,333 options will vest

Other Compensation

The Company will pay you a signing bonus of $10,000 subject to appropriate withholdings. Payable between July 1 and December 31, 2013.

Office of the Chairman and CEO

American Locker Group Inc.

2701 Regent Blvd Suite 200, DFW Airport, TX 75261

Mailing Address: PO BOX 169, Coppell, TX 75019

P: (817) 722-0148 F: (817) 722-0111 E: tjohnston@americanlocker.com

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 6 months’ severance as determined by your base pay at the time.

If there is an effective change of control of the company as defined in the Employment Agreement and your employment is terminated without cause within 12 months of the change of control you will receive 12 months’ severance based on your base salary at the time and all granted stock options will immediately vest.

Employment Agreement

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:
	Anthony B. Johnston
	Chairman and CEO

Accepted this 1st day of July 2013

Stephen P. Slay

Office of the Chairman and CEO

American Locker Group Inc.

2701 Regent Blvd Suite 200, DFW Airport, TX 75261

Mailing Address: PO BOX 169, Coppell, TX 75019

P: (817) 722-0148 F: (817) 722-0111 E: tjohnston@americanlocker.com