DRAFT: 08/09/06
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
[_] Form 10-D [_] Form N-SAR [_] Form N-CSR
For Period Ended: June 30, 2006
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[ ] 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): 815 South Main Street
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City, State and Zip Code: Grapevine, Texas 76051
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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 previously disclosed in the Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 2004, which was filed with Securities and
Exchange Commission on July 27, 2005, the Company's Board of Directors adopted a
restructuring plan to reduce annual selling, general and administrative
expenses. Pursuant to that restructuring plan, in September 2005, the Company
centralized and relocated many financial reporting functions and all
administrative functions to its new headquarters in Grapevine, Texas. The
logistics involved in implementing this centralization and relocation have
contributed to the difficulties in completing the requisite financial statements
of the Company for inclusion in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 and, in turn, the requisite interim financial
statements of the Company for inclusion in its Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 2006 and June 30, 2006. Further, the
logistical challenges presented by the previously disclosed change in the
Company's independent registered public accounting firm in late September 2005
and the previously disclosed resignation of the Company's Chief Financial
Officer in March 2006 have made a delayed filing necessary. The Controller Group
LLP, a Dallas-based accounting services provider, has been engaged to assist in
the transition of the accounting and financial reporting functions to Grapevine,
Texas. In addition, The Controller Group LLP is reviewing the fourth quarter
2005 accounting activity in order to prepare the Company's 2005 financial
statements for audit. The Company will not be able to complete the preparation
of its financial statements for its fiscal quarter ended June 30, 2006 and file
the Quarterly Report on Form 10-Q for the fiscal quarter then ended until the
Company's financial statements for its 2005 fiscal year have been completed and
the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 has
been filed, and the Company's interim financial statements for its fiscal
quarter ended March 31, 2006 have been completed and the Quarterly Report on
Form 10-Q for the fiscal quarter then ended 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 (817) 329-1600
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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, 2005
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005
(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: August 14, 2006 By: /s/Edward F. Ruttenberg
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Edward F. Ruttenberg
Chairman, Chief Executive Officer
Chief Operating Officer and Treasurer
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).