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): May 12, 2005
American Locker Group Incorporated
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-439 16-0338330
---------------------------- ------------- ---------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
608 Allen Street, Jamestown, New York 14701
----------------------------------------------- -------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (716) 664-9600
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 12, 2005, American Locker Group Incorporated (the "Company")
entered into Indemnity Agreements with its directors and executive officers.
Each Indemnification Agreement requires the Company to indemnify the individual
to the full extent permitted by law against any and all expenses (including
advances), judgments, fines, penalties and amounts paid in settlement, in each
case incurred in connection with any claim against the individual arising by
reason of, or arising in part out of, the fact that the individual is or was a
director, officer, employee, trustee, agent or fiduciary of the Company, or of
another entity at the request of the Company. Each Indemnification Agreement
also requires the Company to maintain directors and officers liability insurance
coverage on behalf of the individual so long as the individual continues to
serve as a director, officer, employee, trustee, agent or fiduciary of the
Company, or of another entity at the request of the Company, or, to the full
extent permitted by law, to indemnify the individual to the fullest extent of
the coverage which would otherwise have been provided for the benefit of the
individual if the insurance coverage had been maintained.
The foregoing is a brief description of the material terms and
conditions of the respective Indemnity Agreements and not a complete discussion
of the documents. Accordingly, the foregoing is qualified in its entirety by
reference to the full text of the form of Indemnity Agreement attached to this
Current Report as Exhibit 10.1, which is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 12, 2005, the Board of Directors of the Company determined that
Edward F. Ruttenberg would assume the duties of the positions of President,
Chief Operating Officer and Treasurer of the Company and that Roy J. Glosser
would no longer perform those duties as of that date. The Company intends to
promptly conduct interviews to hire an individual to serve as Chief Financial
Officer and Treasurer. Mr. Ruttenberg, 58, has served as Chairman and Chief
Executive Officer of the Company since 1998. The description of the material
terms of Mr. Ruttenberg's employment agreement with the Company under the
heading "Employment and Other Contracts - Edward F. Ruttenberg" and the
information with respect to Mr. Ruttenberg under the heading "Other
Transactions" in the Company's definitive proxy statement for its 2004 annual
meeting of stockholders, filed with the Securities and Exchange Commission on
April 8, 2004, is hereby incorporated by reference in this Item 5.02.
Item 8.01 Other Events.
On May 12, 2005, the Board of Directors of the Company adopted a
strategic plan focusing primarily on supplying storage lockers for recreational
and other uses and indoor and outdoor mail delivery systems in the private
sector and reducing substantially annual selling, general and administrative
expenses. Attached as Exhibit 99.1 hereto is a copy of the Company's press
release dated May 18, 2005, with respect to this matter.
- 1 -
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Form of Indemnity Agreement by and between American Locker
Group Incorporated and each director and executive officer.
99.1 Press release dated May 18, 2005.
- 2 -
SIGNATURE
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
By: /s/ Edward F. Ruttenberg
--------------------------
Edward F. Ruttenberg
Chairman and
Chief Executive Officer
Dated: May 18, 2005
- 3 -
EXHIBIT INDEX
Exhibit 10.1 Form of Indemnity Agreement by and between American Locker Group
Incorporated and each director and executive officer.
Exhibit 99.1 Press release dated May 18, 2005.
- 4 -