UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-00439
CUSIP Number: 027284108
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: American Locker Group Incorporated
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Former Name if Applicable:
Address of Principal Executive Office
(Street and Number): 608 Allen Street
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City, State and Zip Code: Jamestown, New York 14701-3966
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PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [X]
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The Company's Form 10-K could not be completed by the due date because the
Company could not complete preparation of its financial statements for the
fiscal year ended December 31, 2004 as a result of the occurrence of a
subsequent event. On February 8, 2005, the Company announced that it has not
been awarded a long term renewal of the contract to sell Cluster Box Units to
the United States Postal Service (the "USPS"). In 2004, purchases of Cluster Box
Units by the USPS from the Company totaled approximately $25,734,000 or
approximately 52% of the Company's total sales in that year. The Board of
Directors of the Company has retained a strategic consulting firm, Compass
Advisory Partners, LLC, to advise the Board with respect to potential
restructuring alternatives, including cost reductions necessitated by the
non-renewal of this contract. The occurrence of this subsequent event will
likely have an adverse effect on the operations and financial position of the
Company which may require that the financial statements of the Company as of
December 31, 2004 be supplemented by proforma financial statements in order to
comply with generally accepted accounting principals. It is not possible to
determine if presentation of such proforma statements is required or to complete
preparation of such proforma statements until completion of the analysis of the
possible restructuring alternatives, including potential cost
reductions, by Compass Advisory Partners, LLC and adoption of a plan of
restructuring by the Board of Directors of the Company.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Roy J. Glosser (716) 664-9600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that
the registrant was required to file such reports) been filed? If the answer
is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[_] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
American Locker Group Incorporated
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 22, 2005 By: /s/ Edward F. Ruttenberg
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Edward F. Ruttenberg
Chairman and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).