As filed with the Securities and Exchange Commission on March 1, 2007
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALBANY INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 14-0462060
(State of Incorporation) (I.R.S. Employer Identification No.)
1373 Broadway
Albany, New York 12204
(518) 445-2200
(Address of Registrant's Principal Executive Offices)
ALBANY INTERNATIONAL CORP.
2005 INCENTIVE PLAN
(Full Title of the Plan)
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Charles J. Silva, Jr.
Albany International Corp.
1373 Broadway
Albany, New York 12204
(518) 445-2200
(Name, Address, and Telephone Number, Including Area Code,
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed Proposed Amount of
securities to be registered (1)(2) maximum maximum registration
registered offering aggregate fee
price per offering
share (3) price (3)
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Class A common stock,
par value $.001
per share 1,000,000 $33.95 $33,950,000 $3,632.65
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(1) Consists of shares of Class A common stock of Albany International Corp.
(the "Shares") to be made available pursuant to the Albany International
Corp. 2005 Incentive Plan (the "Plan"). This Registration Statement also
registers such indeterminable number of additional Shares as may be
required in the event of a stock dividend, stock split, recapitalization
or other similar change in the Shares. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
(2) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement includes an indeterminate number of additional Shares which may
be offered and issued to prevent dilution from stock splits, stock
dividends, or similar transactions, as provided in the above-referenced
plan.
(3) Estimated solely for purposes of calculation of the registration fee, in
accordance with Rule 457(h) of the Securities Act. Such estimate is based
upon the average of the high and low sales prices of the shares of Class A
common stock of Albany International Corp. (the "Corporation") on February
28, 2006, as reported by the New York Stock Exchange.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8 and Rule 428 of the Securities Act. The documents
containing the information specified in this Part I of Form S-8 (plan
information and registrant information and employee plan annual information)
will be sent or given to employees as specified by Securities and Exchange
Commission Rule 428(b)(1). Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Corporation with the
Commission, are incorporated herein by reference and made a part hereof:
(i) The Corporation's annual report on Form 10-K for the fiscal year ended
December 31, 2006; and
(ii) The Corporation's registration statement on Form 8-A, dated August
18, 1988, filed with the Commission pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), describing the
Corporation's Class A common stock.
All reports and other documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Charles J. Silva, Jr., who is delivering the opinion on the validity of
the Shares referred to in Item 8 hereof, is the Corporation's General Counsel
and is a full time employee of the Corporation. He is also eligible to
participate in the Plan and receive Shares issued under the Plan. He
beneficially owns or has rights to acquire beneficial ownership of less than
0.1% of the Corporation's Class A common stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and in any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right
of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such
provision shall not eliminate or limit the liability of a director (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
Delaware General Corporation Law (relating to unlawful payment of dividends and
unlawful stock purchase and redemption), or (iv) for any transaction from which
the director derived an improper personal benefit.
Article V of the Corporation's Certificate of Incorporation provides that,
to the fullest extent permitted by the Delaware General Corporation Law, no
director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
Article IV of the Corporation's By-Laws require that the Corporation
indemnify any person who is a party, or is threatened to be made a party, or who
is called or threatened to be called to give testimony (whether during pre-trial
discovery, at trial or otherwise) in connection with any threatened, pending or
completed action, suit or proceeding of any kind, whether civil, criminal or
investigative, including an action by or in the right of the Corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against costs, expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if (i) such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, (ii) such person did not personally gain, as a result of the acts
or omissions to which such action, suit or proceeding relates, a financial
profit or other financial advantage to which such person was not legally
entitled and, (iii) with respect to any criminal action or proceeding, such
person had no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not meet the standards of
conduct set forth in the preceding sentence.
The Corporation has also entered into indemnification agreements with each
of its directors, pursuant to which it is generally obligated to indemnify each
director against all expenses, judgments, fines and amounts paid in settlement
by such director and reasonably incurred by him or her in connection with any
suit, action, or other proceeding to which he or she is made a party due to his
or her status as a director, provided that he or she acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect any criminal proceedings, had no
reasonable cause to believe his or her conduct to be unlawful. The agreements
also set forth the procedures pursuant to which claims for indemnification are
resolved. A form of indemnification agreement was filed as Exhibit 10(t) to the
Corporation's Current Report on Form 8-K filed with the SEC on April 12, 2006.
The Corporation has also purchased directors' and officers' liability
insurance covering certain liabilities incurred by directors and officers in
connection with the performance of their duties.
Section 4 of the Plan document states that, in addition to such other
rights of indemnification they may have as directors, as member of the
Committee, or otherwise, the Corporation shall indemnify and save harmless any
member of the Compensation Committee of the Board of Directors against
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with an appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
plan or any Incentive Award granted thereunder and against all amounts paid by
them settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his or her duties; provided that within sixty days after institution of any such
action, suit or proceeding, a Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
Exhibit No. Description
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4.1 Article IV of Restated Certificate of Incorporation of the
Corporation (incorporated by reference to Exhibit F to the
Corporation's Registration Statement on Form 8-A, file no.
1-10026, declared effective by the Commission on August 26,
1988 (as to The Pacific Stock Exchange, Inc.) and on September
7, 1988 (as to The New York Stock Exchange, Inc.))
5.1 Opinion of Charles J. Silva, Jr. as to the legality of the
issuance of the Shares*
23.1 Consent of Charles J. Silva, Jr. (included in opinion filed as
Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants*
24.1 Power of Attorney (included on signature page)
* Filed electronically herewith.
Item 9. Undertakings.
(a) The Corporation hereby undertakes:
(1) To file, during any period in which offers or 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 this 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 this
Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs if contained in periodic reports filed
with the Commission by the Corporation pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this 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; and
(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 Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the 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
Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation 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, the
Corporation will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Albany, State of New York, on this 1st day of
March, 2007.
ALBANY INTERNATIONAL CORP.
By: /s/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and officers of the Corporation hereby constitutes and appoints Michael C. Nahl,
Richard A. Carlstrom, and Charles J. Silva, and each of them with full power to
act without the others, his or her true and lawful attorneys-in-fact and agents,
with full and several power of substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 under the Securities Act relating to the Plan, and any and
all amendments (including post-effective amendments) thereto, and any and all
other exhibits and documents relating thereto, with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest said seal,
with the Commission, and generally to do all such things in his or her name and
in his or her capacity as an officer or director of the Corporation to enable
the Corporation to comply with the provisions of the Securities Act, and all
other requirements of the Commission hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things 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 any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
The appointment of any attorney-in-fact and agent hereunder shall
automatically terminate at such time as such attorney-in-fact and agent ceases
to be an officer of the Corporation. Any of the undersigned may terminate the
appointment of any of his or her attorneys-in-fact and agents hereunder by
delivering written notice thereof to the Corporation.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities and on the dates indicated:
Title Signature Date
Chairman of the Board and
Director /s/ Frank R. Schmeler February 22, 2007
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Frank R. Schmeler
President and Director /s/ Dr. Joseph G. Morone February 23, 2007
(Principal Executive Officer) ------------------------ -----------------
Dr. Joseph G. Morone
Executive Vice President and
Chief Financial Officer /s/ Michael C. Nahl February 23, 2007
(Principal Financial Officer) ------------------- -----------------
Michael C. Nahl
Vice President--Controller /s/ Richard A. Carlstrom February 27, 2007
(Principal Accounting Officer) ------------------------ -----------------
Richard A. Carlstrom
Director /s/ Thomas R. Beecher, Jr. February 25, 2007
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Thomas R. Beecher Jr.
Director /s/ John F. Cassidy, Jr. February 23, 2007
------------------------ -----------------
John F. Cassidy, Jr.
Director /s/ Paula H.J. Cholmondeley February 22, 2007
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Paula H.J. Cholmondeley
Director /s/ Edgar G. Hotard February 23, 2007
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Edgar G. Hotard
Director /s/ Erland E. Kailbourne February 23, 2007
------------------------ -----------------
Erland E. Kailbourne
Director /s/ Juhani Pakkala February 22, 2007
------------------ -----------------
Juhani Pakkala
Director /s/ Christine L. Standish February 22, 2007
------------------------- -----------------
Christine L. Standish
Director /s/ John C. Standish February 23, 2007
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John C. Standish
INDEX OF EXHIBITS
Exhibit No. Description
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4.1 Article IV of Restated Certificate of Incorporation of the
Corporation (incorporated by reference to Exhibit F to the
Corporation's Registration Statement on Form 8-A, file no.
1-10026, declared effective by the Commission on August 26,
1988 (as to The Pacific Stock Exchange, Inc.) and on September
7, 1988 (as to The New York Stock Exchange, Inc.))
5.1 Opinion of Charles J. Silva, Jr. as to the legality of the
issuance of the Shares*
23.1 Consent of Charles J. Silva, Jr. (included in opinion filed as
Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants*
24.1 Power of Attorney (included on signature page)
* Filed electronically herewith.
Exhibit 5.1
March 1, 2007
Albany International Corp.
P.O. Box 1907
Albany, New York 12201-1907
Dear Sirs:
As General Counsel of Albany International Corp., a Delaware corporation
(the "Corporation"), I have advised the Corporation in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration of 1,000,000 shares of the Corporation's Class A Common Stock,
$.001 par value per share (the "Shares"), that may be issued pursuant to the
Corporation's 2005 Incentive Plan (the "Plan").
In arriving at the opinions expressed below, I have examined and relied on
the originals or copies certified or otherwise identified to my satisfaction of
all such corporate records of the Corporation and such other instruments and
other certificates of public officials, officers and representatives of the
Corporation and such other persons, and I have made such investigations of law,
as I have deemed appropriate as a basis for the opinions expressed below. In
rendering the opinions expressed below, I have assumed and have not verified
that the signatures on all documents that I have examined are genuine and that
the certificates evidencing the Shares will conform to the specimen certificate
I have examined.
Based on the foregoing, it is my opinion that shares of Class A Common
Stock of the Corporation distributed by the Corporation to employees pursuant to
the terms of the Plan will be duly authorized, validly issued, fully-paid and
non-assessable, provided, in the case of any previously unissued shares, that
the fair market value of such shares on the last day of the month for which such
contribution is made is not less per share than the par value thereof.
I express no opinion other than as to the federal law of the United States
of America, the law of the State of New York and the corporation law of the
State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Charles J. Silva, Jr.
-------------------------
Charles J. Silva, Jr.
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 1, 2007 relating to the
financial statements, financial statement schedules, management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, which appears in
Albany International Corp.'s Annual Report on Form 10-K for the year ended
December 31, 2006.
PricewaterhouseCoopers LLP
Albany, New York
March 1, 2007