SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALBANY INTERNATIONAL CORP.
(Exact name of issuer as specified in its charter)
DELAWARE 14-0462060
(State of Incorporation) (IRS Employer Identification No.)
PO Box 1907, Albany, New York 12201 - 1907
(Address of principal executive offices)
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ALBANY INTERNATIONAL CORP.
1998 STOCK OPTION PLAN
(Full title of the Plan)
THOMAS H. HAGOORT, Secretary and General Counsel, Albany International Corp.
P.O. Box 1907, Albany, New York 12201 - 1907
(518) 445-2200
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
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Class A Common 3,000,000 shares 14.46875(1) $43,406,250 $13,153.41
Stock, $.001 par
value
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(1) Calculated, solely for the purpose of determining the registration fee
and pursuant to Rule 457(h), on the basis of the average of the high
and low prices of the issuer's Class A Common Stock reported on the
Composite Tape for the New York Stock Exchange as of October 27,
1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Registration Statement: (a) the annual report on Form 10-K for the fiscal year
ended December 31, 1998 of Albany International Corp. (the "Company"); (b) the
Company's quarterly reports on Form 10-Q for the fiscal quarters ended March 31,
1999 and June 30, 1999; and (c) the Company's registration statement on Form
8-A, dated August 18, 1988, filed pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), describing the Company's
Common Stock.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Thomas H. Hagoort, who is delivering the opinion on the
validity of the securities being registered referred to in Item 8 hereof, is the
Company's General Counsel and is a full time Company employee. He is also
eligible to receive options issued under the 1998 Stock Option Plan, at the
discretion of the Committee (as defined in the Plan).
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 Company's Certificate of Incorporation
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, no director of the Company shall be liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a
director.
Article V of the Company's By-Laws requires that the Company
indemnify, to the fullest extent permitted by law, each person serving as a
director of the Company or of a majority-owned subsidiary of the Company or of
any other enterprise at the request of the Company in connection with any
action, suit or proceeding brought against such person by reason of his status
as such a director or arising from any other function (including service as an
officer) performed by such person for the Company, such a subsidiary or such an
enterprise; PROVIDED, HOWEVER, that such indemnification is inapplicable if a
judgment or other final adjudication adverse to such person establishes that (i)
the acts of such person to which such action, suit or proceeding relates were
the result of active and deliberate dishonesty by such person and were material
to such action, suit or proceeding, or (ii) such person personally gained, as a
result of the acts of such person to which such action, suit or proceeding
relates, a financial profit or other financial advantage to which he was not
legally entitled.
Article VI of the Company's By-Laws permits the Company to
indemnify, to the fullest extent permitted by law, each person serving as an
officer, employee or agent of the Company or of a majority-owned subsidiary of
the Company or any other enterprise at the request of the Company in connection
with any suit, action or proceeding brought against such person by reason of his
status as such an officer, employee or agent or arising from any other function
performed by such person for the Company, such a subsidiary or such an
enterprise; PROVIDED, HOWEVER, that such permissive indemnification of officers,
employees and agents is inapplicable in circumstances analogous to those in
which mandatory indemnification of directors is inapplicable.
The Company has purchased directors' and officers' liability
insurance covering certain liabilities incurred by directors and officers in
connection with the performance of their duties.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
EXHIBIT NO. EXHIBIT
---------- --------
4.1* Article IV of Restated Certificate of
Incorporation of Registrant
5.1 Opinion of Thomas H. Hagoort, as to the
legality of the issuance of the Class A
Common Stock offered hereby
10(m)(vi) 1998 Stock Option Plan **
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Thomas H. Hagoort
(included in Exhibit 5.1)
25 Power of Attorney
- ---------------------------------
* Incorporated by reference to Exhibit F to the Registrant's Registration
Statement on Form 8-A, file no.1-10026, declared effective by the Securities
and Exchange 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.).
**Incorporated by reference to Exhibit 10(m)(vi) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
Item 9. UNDERTAKINGS
The undersigned registrant 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 of 1933 (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 (notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement), and (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 the foregoing clauses (i) and
(ii) do not apply if the information required to be included in a post-effective
amendment by such clauses is contained in periodic reports filed by the
registrant pursuant to Sections 13 or 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 and each filing of the registrant's annual report
pursuant to Sections 13(a) or 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
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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant, 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, the registrant 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 of 1933,
the registrant 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Menands, State of New York on the 1st day of
November, 1999.
ALBANY INTERNATIONAL CORP.
By:
/s/ Michael C. Nahl
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Michael C. Nahl
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
------------- ------ ------
* Chairman of the Board and Chief
- --------------------------------- Executive Officer (Principal November 1, 1999
(Francis L. McKone) Executive Officer)
Senior Vice President and Chief
/s/ Michael C. Nahl Financial Officer (Principal November 1, 1999
- -----------------------------
(Michael C. Nahl) Financial Officer)
* Vice President, Controller November 1, 1999
- --------------------------------- (Principal Accounting Officer)
(Richard A. Carlstrom)
* President and Chief Operating November 1, 1999
- --------------------------------- Officer
(Frank R. Schmeler)
*
- --------------------------------- Director November 1, 1999
(Thomas R. Beecher, Jr.)
*
- --------------------------------- Director November 1, 1999
(Charles B. Buchanan)
*
- --------------------------------- Director November 1, 1999
(Joseph G. Morone)
*
- --------------------------------- Director November 1, 1999
(Christine L. Standish)
*
- --------------------------------- Director November 1, 1999
(Allan Stenshamn)
*
- --------------------------------- Director November 1, 1999
(Barbara P. Wright)
- --------------------------------- Director November 1, 1999
(Erland E. Kailbourne)
* By
/s/ Michael C. Nahl
--------------------
Michael C. Nahl
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Article IV of Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit F to the
Registrant's Registration Statement on Form 8-A, file
no. 1-10026), declared effective by the Securities and
Exchange Commission on August 26, 1988 (as to The
Pacific Stock Exchange, Inc.) and on September 7, 1998
(as to The New York Stock Exchange, Inc.)
5.1 Opinion of Thomas H. Hagoort
10(m)(vi) Incorporated by reference to Exhibit 10(m)(vi) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Thomas H. Hagoort (included in Exhibit 5.1)
25 Power of Attorney
EXHIBIT 5.1
November 1, 1999
Albany International Corp.
P.O. Box 1907
Albany, NY 12201-1907
Re: Albany International Corp. 1998 Stock Option Plan
Dear Ladies and Gentlemen:
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 3,000,000 shares of the Corporation's Class A Common Stock,
$.001 par value (the "Shares"), that may be issued upon exercise of options
granted pursuant to the Corporation's 1998 Stock Option Plan ("the 1998 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
that we have examined.
Based on the foregoing, it is my opinion that:
1. The Corporation is validly existing as a corporation in
good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized by all necessary
corporate action of the Corporation.
3. When the Shares are duly issued and delivered in accordance
with the terms of the 1998 Plan, the Shares will be legally issued,
fully paid and non-assessable.
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/ Thomas H. Hagoort
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Albany International Corp., which is incorporated by reference in Albany
International Corp.'s Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
January 28, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Albany, New York
November 1, 1999
EXHIBIT 25
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Albany International Corp., a Delaware corporation ("the
Company"), hereby constitutes and appoints Michael C. Nahl, Richard A.
Carlstrom, Thomas H. Hagoort, John C. Treanor 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 of 1933,
as amended ("the Securities Act") relating to the Company's 1998 Stock Option
Plan, and any and all amendments (including post-effective amendments) thereto,
and any or all other exhibits and documents relating thereto, with power where
appropriate to affix the corporate seal of the Company thereto and to attest
said seal, with the Securities and Exchange Commission ("the SEC"), 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 Company to enable the Company to comply with the
provisions of the Securities Act, and all other requirements of the SEC, 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 the undersigned 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 Company. 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 Company.
IN WITNESS WHEREOF, the undersigned have duly executed this Power of
Attorney this 12th day of May, 1998.
/s/ Francis L. McKone /s/ Michael C. Nahl
--------------------- -------------------
Francis L. McKone Michael C. Nahl
Chairman of the Board and Chief Senior Vice President and
Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
/s/ Richard A. Carlstrom /s/ Thomas R. Beecher, Jr.
------------------------ --------------------------
Richard A. Carlstrom Thomas R. Beecher, Jr.
Controller Director
(Principal Accounting Officer)
/s/ Charles B. Buchanan /s/ Joseph G. Morone, Ph.D.
----------------------- ---------------------------
Charles B. Buchanan Joseph G. Morone, Ph.D.
Director Director
/s/ Frank R. Schmeler /s/ Christine L. Standish
--------------------- -------------------------
Frank R. Schmeler Christine L. Standish
President, Chief Operating Officer Director
and Director
/s/ Allan Stenshamn /s/ Barbara P. Wright
------------------- ---------------------
Allan Stenshamn Barbara P. Wright
Director Director