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
incorporation or organization) Identification No.)
608 ALLEN STREET
JAMESTOWN, NEW YORK 14702-1000
(Address of principal executive offices) (Zip Code)
AMERICAN LOCKER GROUP INCORPORATED
1988 STOCK INCENTIVE PLAN
(Full title of the plan)
MR. ROY J. GLOSSER
PRESIDENT AND CHIEF OPERATING OFFICER
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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<S> <C> <C> <C> <C> <C>
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE(1)
PER SHARE OFFERING PRICE
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COMMON STOCK, PAR 19,000 $2.875 $54,625.00 $70.00
VALUE $1.00
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COMMON STOCK, PAR 3,250 4.25 $13,812.50
VALUE $1.00
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COMMON STOCK, PAR 15,000 11.25 $168,750.00
VALUE $1.00
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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).
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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-KSB for the year ended December 31, 1997, 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. The capital stock
consists of 1,000,000 shares of preferred stock, none of which was
outstanding on May 1, 1998, and 4,000,000 shares of common stock (par value
$1.00 per share) of which 604,693 shares were outstanding on May 1, 1998.
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 1988 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. 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
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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
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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 ending December
31, 1980, Exhibit to Form 10-C filed by Registration on May 6,
1985 and Exhibit 3.3 to Registrant's Form 10-K for the year
ending December 31, 1987.
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 and Exhibit 3.5 to the
Registrant's Report on 10-K for the year ending December 31,
1991.
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
19th day of May, 1998.
AMERICAN LOCKER GROUP INCORPORATED
By:/S/ HAROLD J. Ruttenberg
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Harold J. Ruttenberg
Chairman, Chief Executive Officer, Treasurer
and Principal Accounting Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints either Harold J. 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, Chief Executive May 19, 1998
/S/ HAROLD J. RUTTENBERG Officer, Treasurer and
- ------------------------ Principal Accounting Officer
Harold J. Ruttenberg
President, Chief Operating May 19, 1998
/S/ ROY J. GLOSSER Officer and Director
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Roy J. Glosser
May 19, 1998
/S/ ALAN H. FINEGOLD Director
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Alan H. Finegold
May 19, 1998
/S/ THOMAS LYNCH Director
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Thomas Lynch, IV
May 19, 1998
/S/ JAMES E. RUTTENBERG Director
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James E. Ruttenberg
May 19, 1998
/S/ EDWARD F. RUTTENBERG Director
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Edward F. Ruttenberg
May 19, 1998
/S/ JEFFREY C. SWOVELAND Director
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Jeffrey C. Swoveland
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SIGNATURE CAPACITY DATE
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- ------------------------ Director May __, 1998
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, and
Exhibit 3.3 to Registrant's Form
10-K for the year ending December
31, 1987).
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 and
Exhibit 3.5 to the Registrant's
Report on 10-K for the year ending
December 31, 1991).
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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Exhibit 5.1
May 19, 1998
American Locker Group Incorporated
608 Allen Street
Jamestown, New York 14702-1000
Ladies and Gentlemen:
We are counsel to American Locker Group Incorporated, a Delaware
corporation (the "Registrant") and we have acted as counsel to the Registrant in
connection with the Registrant's Registration Statement on Form S-8 (the
"Registration Statement"). The Registration Statement is to be filed with the
Securities and Exchange Commission and relates to the registration under the
Securities Act of 1933, as amended, of an aggregate of 37,250 shares (the
"Shares") of the Registrant's Common Stock, par value $1.00 per share, in
connection with the American Locker Group Incorporated 1988 Stock Incentive Plan
(the "Plan").
We are familiar with the Registration Statement and the Plan, and we have
examined the Registrant's Certificate of Incorporation and the Registrant's
By-Laws. We have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as
we have deemed necessary or appropriate for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plan, will be duly authorized, validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated February 18,
1998, with respect to the consolidated financial statements of American Locker
Group Incorporated included in its Annual Report (Form 10-KSB) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission, in
the Registration Statement (Form S-8 No. 33-00000) pertaining to the American
Locker Group Incorporated 1988 Stock Incentive Plan.
/s/ Ernst & Young LLP
____________________________________
Ernst & Young LLP
Buffalo, New York
May 29, 1998
