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): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
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[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
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For Period Ended: March 31, 2005
[ ] 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
Former Name if Applicable:
Address of Principal Executive Office
(Street and Number): 608 Allen Street
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.
As stated in the Company's Form 12b-25 filed with the Securities and
Exchange Commission (the "SEC") on March 22, 2005 with respect to the Company's
Annual Report on Form 10-K for its fiscal year ended December 31, 2004 (the
"2004 Form 10-K"), the 2004 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 will 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 yet possible to
complete preparation of such proforma statements until completion of the
analysis of the restructuring plan prepared by Compass Advisory Partners, LLC
and adopted by the Board of Directors of the Company.
For the foregoing reasons, the Company is not able to file its
Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2005 (the
"March 31 Form 10-Q"). The Company will not be able to complete the preparation
of its financial statements for its fiscal quarter ended March 31,
2005 and file the March 31 Form 10-Q until the Company's financial statements
for its 2004 fiscal year have been completed and the 2004 Form 10-K has been
filed.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Edward F. Ruttenberg (412) 422-2377
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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).
[ ] Yes [X] No
Annual Report on Form 10-K for the fiscal year ended December 31, 2004
(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?
[X] Yes [_] 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.
It is expected that as a result of the non-renewal of the contract with the USPS
described above and the adoption of the restructuring plan described above, the
results of operations for the quarter ended March 31, 2005 are expected to
reflect significant charges. It is not possible to quantify these changes until
the 2004 10-K is completed and filed.
American Locker Group Incorporated
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 16 , 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).