Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN LOCKER GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 16-0338330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
608 ALLEN STREET
JAMESTOWN, NEW YORK 14702-1000
(Address of principal executive offices) (Zip Code)
AMERICAN LOCKER GROUP INCORPORATED
1999 STOCK INCENTIVE PLAN
(Full title of the plan)
MR. ROY J. GLOSSER
PRESIDENT, CHIEF OPERATING OFFICER AND TREASURER
AMERICAN LOCKER GROUP INCORPORATED
608 ALLEN STREET
JAMESTOWN, NEW YORK, 14702-1000
(Name and address of agent for service)
(716) 664-9600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------- -------------------- --------------------- ---------------------- ---------------------
COMMON STOCK, PAR VALUE $1.00 10,000 $8.875(1) $88,750 $337.88
COMMON STOCK, PAR VALUE $1.00 57,000 $6.50(1) $370,500
COMMON STOCK, PAR VALUE $1.00 10,000 $7.25(1) $72,500
COMMON STOCK, PAR VALUE $1.00 73,000 $11.23(2) $819,790
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(1) Based on the exercise price of the options in respect of which
shares may be issued in accordance with Rule 457(h).
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c). The fee is calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on the
NASDAQ on April 15, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference into this
Registration Statement: (i) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001, and (ii) the description of the Registrant's
Common Stock contained in the Registration Statement on Form 10 dated March 1964
filed by Rockwell Manufacturing Co.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the American Locker Group Incorporated 1999 Stock
Incentive Plan (the "Plan") meeting the requirements of Section 10(a) of the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article TWELFTH of the
Registrant's Certificate of Incorporation provides that no director of the
Registrant shall be personally liable to the Registrant or its stockholders in
accordance with the foregoing provisions of Section 102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of his being a director or officer of the
corporation if it is determined that he acted in accordance with the applicable
standard of conduct set forth in such statutory provision.
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Article TWELFTH of the Registrant's Certificate of Incorporation provides that
the Registrant will indemnify, to the fullest extent now or hereafter permitted
by law, each director or officer of the Registrant who was or is made a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an authorized representative of the
Registrant, against all expenses (including attorneys' fees and disbursements),
judgments, fines (including excise taxes and penalties) and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Certificate of Incorporation of American Locker Group
Incorporated (incorporated by reference to Exhibit 3.1 to
the Registrant's Report on Form 10-K for the year ended
December 31, 1980, Exhibit to Form 10-C filed by
Registration on May 6, 1985, Exhibit 3.3 to Registrant's
Form 10-K for the year ended December 31, 1987 and Exhibit
3.5 to the Registrant's Form 10-K for the year ended
December 31, 1999.)
4.2 Bylaws of American Locker Group Incorporated (incorporated
by reference to Exhibit to the Registrant's Form 10-K for
the year ended December 31, 1985, Exhibit 3.5 to the
Registrant's Report on 10-K for the year ended December 31,
1991, Exhibit 3.6 to the Registrant's Form 10-KSB for the
year ended December 31, 1998 and Exhibit 3.8 to the
Registrant's Form 10-K for the year ended December 31,
1999.)
5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of
the shares being registered.
23.1 Consent of Ernst & Young LLP.
23.3 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereto.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pittsburgh, Commonwealth of Pennsylvania, on this 18th day of April,
2002.
AMERICAN LOCKER GROUP INCORPORATED
/s/EDWARD F. RUTTENBERG
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Edward F. Ruttenberg
Chairman and Chief Executive Officer
/s/WAYNE L. NELSON
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Wayne L. Nelson
Principal Accounting Officer and Assistant Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints either Edward F. Ruttenberg and Roy J. Glosser
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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Chairman and Chief Executive Officer April 18, 2002
/S/EDWARD F. RUTTENBERG (Principal Executive Officer) and Director
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Edward F. Ruttenberg
President, Chief Operating Officer, April 18, 2002
/S/ROY J. GLOSSER Treasurer and Director
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Roy J. Glosser
Assistant Secretary April 18, 2002
/S/WAYNE NELSON (Principal Financial Officer)
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Wayne Nelson
April 18, 2002
/S/ALAN H. FINEGOLD Director
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Alan H. Finegold
April 18, 2002
/S/THOMAS LYNCH, IV Director
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Thomas Lynch, IV
April 18, 2002
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/S/JAMES E. RUTTENBERG Director
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James E. Ruttenberg
April 18, 2002
/S/JEFFREY C. SWOVELAND Director
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Jeffrey C. Swoveland
April 18, 2002
/S/DONALD I. DUSSING, JR. Director
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Donald I Dussing, Jr.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
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4.1 Certificate of Incorporation of American
Locker Group Incorporated (incorporated
by reference to Exhibit 3.1 to the
Registrant Report on Form 10-K for the
year ending December 31, 1980, Exhibit to
Form 10-C filed by Registrant on May 6,
1985, Exhibit 3.3 to Registrant's Form
10-K for the year ending December 31,
1987), and Exhibit 3.5 to the
Registrant's Form 10-K for the year ended
December 31, 1999.)
4.2 Bylaws of American Locker Group
Incorporated (incorporated by reference
to Exhibit to the Registrant's Form 10-K
for the year ending December 31, 1985,
Exhibit 3.5 to the Registrant's Report on
10-K for the year ending December 31,
1991), Exhibit 3.6 to the Registrant's
Form 10-KSB for the year ended
December 31, 1998 and Exhibit 3.8 to the
Registrant's Form 10-K for the year ended
December 31, 1999.)
5.1 Opinion of Kirkpatrick & Lockhart LLP as
to the legality of the shares being
registered.
23.1 Consent of Ernst & Young LLP.
23.3 Consent of Kirkpatrick & Lockhart
LLP (included in the Opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (set forth on the
signature page of this Registration
Statement).
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