Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON
FORM S-8
Under
THE SECURITIES ACT OF 1933
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FIRST ALBANY COMPANIES INC.
(Exact name of registrant as specified in its charter)
New York 22-2655804
(State of Incorporation) (I.R.S. Employer
Identification No.)
41 State Street
Albany, New York 12207
(Address of principal executive offices, including zip code)
First Albany Companies Inc. Stock Bonus Plan
(Full title of the Plan)
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Michael R. Lindburg, Esq.
Vice President and General Counsel
First Albany Companies Inc.
41 State Street
Albany, New York 12207
(Name and address of agent for service)
(518) 447-8500
(Telephone number, including area
code, of agent for service)
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Copies to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
Attention: Howard S. Kelberg, Esq.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered <F1> registered per share<F2> price<F2> fee<F2>
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<S> <C> <C> <C> <C>
Common Stock, par value 300,000 $7.75 $2,325,000 $805.00
$.01 per share
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<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<F2> Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
the proposed maximum offering price per share and the registration fee are based
on the reported average of the high and low prices for First Albany Companies
Inc.'s Common Stock on the NASDAQ National Market System on May 30, 1995.
</FN>
</TABLE>
<PAGE>
STATEMENT PURSUANT
TO
GENERAL INSTRUCTION E
Pursuant to and as permitted by General Instruction E to Form S-8, this
Registration Statement on Form S-8 is being filed to register 300,000 additional
shares of Common Stock, $.01 par value, of First Albany Companies Inc. (the
"Company") for issuance under the First Albany Companies Inc. Stock Bonus Plan.
The contents of the Company's Registration Statement on Form S-8, Registration
No. 33- 52153 are hereby incorporated herein by reference except to the extent
modified herein.
PART I
INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by the Company
(File No. 0-14140) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"), are incorporated by reference herein and shall be deemed to be a
part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994.
(b) The First Albany Companies Inc. Stock Bonus Plan's Annual Report on
Form 11-K for the fiscal year ended December 31, 1994.
(c) Description of the Company's Common Stock, par value $.01 per share,
contained in the registration statement filed under the 1934 Act, including any
amendments or reports filed for the purpose of updating such description.
<PAGE>
All documents, filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to this Registration Statement 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 made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such 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.
See Item 3.
Item 5. Interests of Named Experts and Counsel.
LEGAL OPINION
The legality of the Common Stock offered pursuant to this Registration
Statement has been passed upon for the Company by Michael R. Lindburg, Vice
President and General Counsel of the Company, 41 State Street, Albany, New York
12207. Mr. Lindburg is the beneficial owner of Common Stock of the Company,
including options to purchase Company Common Stock, with an aggregate fair
market value exceeding $50,000.
EXPERTS
The consolidated statements of financial condition as of September 30, 1994
and September 24, 1993 and the consolidated statements of income, changes
in stockholders' equity, and cash flows for each of the three years in the
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<PAGE>
period ended September 30, 1994 of First Albany Companies Inc. and the
statements of net assets available for plan benefits of First Albany Companies
Inc. Stock Bonus Plan as of December 31, 1994 and 1993 and the statements of
changes in net assets available for plan benefits for each of the three years in
the period ended December 31, 1994, incorporated by reference in this
registration statement have been incorporated herein in reliance on the reports
of Coopers & Lybrand L.L.P., independent certified public accountants given on
the authority of that firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Article 6.07 of the Company's By-Laws permits the indemnification of
officers and directors under certain circumstances to the full extent that such
indemnification may be permitted by law.
Such rights of indemnification are in addition to, and not in limitation
of, any rights of indemnification under the Business Corporation Law of the
State of New York (Sections 721 through 727), which provides for indemnification
by a corporation of its officers and directors under circumstances as stated in
the Business Corporation Law and subject to specified limitations set forth in
the Business Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
4(a) - Certificate of Incorporation of First Albany
Companies Inc. (Designated in Registration Statement
No. 33-1353 as Exhibit 3.1).*
4(b) - Bylaws of First Albany Companies Inc. (Designated in
Registration Statement No.33-52153 as Exhibit 4(b)).*
5(a) - Opinion of the Company's General Counsel as to the
legality of securities offered under the First Albany
Companies Inc. Stock Bonus Plan.
5(b) - Internal Revenue Service determination letter stating
that the First Albany Companies Inc. Stock Bonus Plan
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* Incorporated by reference.
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<PAGE>
is qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (Designated in
Registration Statement No.33-52153 as Exhibit
5(b)).*
23(a) - Consent of Coopers & Lybrand L.L.P., independent
accountants.
23(b) - Consent of Counsel (contained in the Opinion of the
Company's General Counsel, Exhibit 5(a) hereto).
24(a) - Certified resolutions of the Board of Directors of
First Albany Companies Inc. relating to Power of
Attorney set forth on signature page hereof.
24(b) - Power of Attorney (set forth on the signature page
hereof).
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(a) 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;
(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, represents 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 (1)(a)(i) and (1)(a)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
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* Incorporated by reference.
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<PAGE>
contained in periodic reports filed by the registrant pursuant to Section
13(a) or Section 15(d) of the 1934 Act that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 in the
initial bona fide offering thereof.
(c) 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.
(2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the issuer's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 the time shall be deemed to be
the initial bona fide offering hereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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<PAGE>
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 Albany, the State of New York, on the 2nd day of
June, 1995.
FIRST ALBANY COMPANIES INC.
By: /s/ GEORGE C. McNAMEE
George C. McNamee,
Chairman of the Board
POWER OF ATTORNEY
Know all men by these presents, that each officer or director of First
Albany Companies Inc. whose signature appears below constitutes and appoints
George C. McNamee and Alan P. Goldberg, and each of them singly, his true and
lawful attorney-in-fact and agent, with full and several power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the registration of up to 300,000 shares of Common
Stock, par value $.01 per share, and any or all amendments, including pre- and
post-effective amendments and supplements to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done. Each of
said attorneys-in-fact shall have power to act hereunder with or without the
other.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 2nd day of June, 1995.
Signature Title
--------- -----
/s/ GEORGE C. McNAMEE Director, Chairman and
George C. McNamee Co-Chief Executive Officer
(Principal Executive Officer)
/s/ ALAN P. GOLDBERG Director, President and
Alan P. Goldberg Co-Chief Executive Officer
/s/ DAVID J. CUNNINGHAM Vice President and Chief
David J. Cunningham Financial Officer (Principal
Financial and Accounting
Officer)
/s/ J. ANTHONY BOECKH Director
J. Anthony Boeckh
/s/ HONORABLE HUGH L. CAREY Director
Honorable Hugh L. Carey
/s/ HUGH A. JOHNSON Director and Senior Vice
Hugh A. Johnson President
/s/ DANIEL V. McNAMEE, III Director
Daniel V. McNamee, III
Director
Charles L. Schwager
/s/ BENAREE P. WILEY Director
Benaree P. Wiley
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the First Albany Companies Inc. Stock Bonus Plan
have duly caused this Registration to be duly signed on its behalf by the
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<PAGE>
undersigned, thereunto duly authorized in the City of Albany, State of New York,
on the 2nd day of June, 1995.
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
By:/s/ GEORGE C. McNAMEE
George C. McNamee
Member of the Administrative
Committee
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<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS
filed with
Registration Statement
On
Form S-8
Under
The Securities Act of 1933
----------------
FIRST ALBANY COMPANIES INC. STOCK BONUS PLAN
(Full title of the plan)
First Albany Companies Inc.
(Exact name of issuer as specified in its charter)
===========================================================
<PAGE>
First Albany Companies Inc.
--------------
Exhibit Index
Exhibit Sequential
Number Description Page
- ------ ----------- ----
4(a) - Certificate of Incorporation of First *
Albany Companies Inc. (Designated in
Registration Statement No. 33-1353 as
Exhibit 3.1).
4(b) - Bylaws of First Albany Companies Inc. *
(Designated in Registration Statement No.
33-52153 as Exhibit 4(b)).
5(a) - Opinion of the Company's General Counsel
as to the legality of securities offered
under the First Albany Companies Inc.
Stock Bonus Plan.
5(b) - Internal Revenue Service determination *
letter stating that the First Albany
Companies Inc. Stock Bonus Plan is qualified
under Section 401(a) of the Internal Revenue
Code of 1986, as amended (Designated in
Registration Statement No. 33-52153 as
Exhibit 5(b)).
23(a) - Consent of Coopers & Lybrand L.L.P.,
independent accountants.
23(b) - Consent of Counsel (contained in the
Opinion of the Company's General Counsel,
Exhibit 5(a) hereto).
24(a) - Certified resolutions of the Board of
Directors of First Albany Companies Inc.
relating to the Power of Attorney set forth
on signature page hereof.
24(b) - Power of Attorney (set forth on signature
page hereof).
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* Incorporated by reference.
EXHIBIT 5(a)
June 1, 1995
First Albany Companies Inc.
41 State Street
Albany, New York 12207
Re: First Albany Companies Inc. - Registration Statement on Form
S-8 relating to the First Albany Companies Inc. Stock Bonus
Plan (the "Registration Statement")
Gentlemen:
In connection with proposed sale of up to 300,000 shares of the common stock par
value $.01 (the "Shares") of First Albany Companies Inc. (the "Company")
pursuant to the First Albany Companies Inc. Stock Bonus Plan (the "Plan") with
respect to which a Registration Statement on Form S-8 has been prepared for
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, I have examined such corporate records, other documents and
questions of law as I considered necessary for the purposes of this opinion.
I am of the opinion that when:
(a) the applicable provisions of the Securities Act of 1933 and of
State securities of "blue sky" laws shall have been complied with;
(b) the Company's Board of Directors shall have duly authorized the
issue and sale of the Shares; and
(c) the Shares shall have been duly issued and paid for (in an amount
not less than $.01 par value thereof);
the Shares will be legally issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 and to the reference to me under the caption "Legal
Opinion" in the Registration Statement and related Prospectus, and any
amendments thereto, filed or distributed in connection with the Plan.
Very truly yours,
/s/ MICHAEL R. LINDBURG
Michael R. Lindburg
Vice President
General Counsel
MRL:krs
EXHIBIT 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statements of
First Albany Companies Inc. on Form S-8 (File No. 0- 14140) of our report dated
March 17, 1995 on our audits of the statement of net assets available for plan
benefits as of December 31, 1994 and 1993, and the statements of changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1994 of First Albany Companies Stock Bonus Plan and of our
report dated November 4, 1994 on our audits of the consolidated financial
statements and financial statement schedules of First Albany Companies Inc. as
of September 30, 1994 and September 24, 1993 and for each of the three years in
the period ended September 30, 1994. We also consent to the reference to our
firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Albany, New York
May 31, 1995
EXHIBIT 24(a)
I, Michael R. Lindburg, hereby certify that I am the duly elected Secretary of
First Albany Companies Inc., a New York Corporation, and further certify that
the following is a true copy of a resolution duly adopted by the Board of
Directors of said corporation at a meeting duly held on the 21st day of April,
1995, at which a quorum was present and voting, and that the same has not been
repealed or amended.
/s/ MICHAEL R. LINDBURG
Michael R. Lindburg
Secretary
Dated: June 1, 1995
RESOLVED, that the preparation and filing of a registration statement
on Form S-8 under the Securities Act of 1933 for the registration of up
to 300,000 shares of the Corporation's Common Stock, $.01 par value,
for issuance and sale pursuant to the First Albany Companies Inc. Stock
Bonus Plan (the "Plan"), be, and hereby is, approved with such changes
therein as the proper officers of the Corporation deem necessary or
desirable, and that each of the President, any Vice President and the
Secretary or Assistant Secretary of the Corporation ("designated
officers") be, and they hereby are, authorized and empowered to execute
said registration statement on behalf of the Corporation and to cause
the same to be filed with the Securities and Exchange Commission (the
"Commission"); and
RESOLVED, that designated officers be, and each of them hereby is,
authorized and empowered to execute and file all such instruments and
documents, make all payments and do all such other acts and things,
including the execution and filing of an amendment or amendments to
said registration statement, as such officer may deem necessary or
desirable in order to effect such filing and procure the effectiveness
of said registration statement; and
RESOLVED, that, for the purpose of executing the registration statement
and causing the same to be filed with the Commission and of remedying
any deficiencies or making any changes with respect thereto by an
appropriate amendment or amendments, the directors and officers of the
Corporation be, and each of them hereby is, authorized and empowered to
give their several powers of attorney to George C. McNamee and Alan P.
Goldberg, or any one of them; and that the power of attorney, in
substantially the form presented to this meeting, be, and it hereby is,
approved with such changes therein as the designated officers, or any
one of them, may deem necessary or desirable; and
RESOLVED, that it is desirable and in the best interest of the
Corporation that its securities be qualified or registered
for sale in various states; that the designated officers
be, and each of them hereby is, authorized to determine
<PAGE>
the states in which appropriate action shall be taken to qualify or
register for sale all or such part of the securities of this
Corporation to be issued under the Plan as said officers may deem
advisable; that said officers are hereby authorized to perform on
behalf of this Corporation any and all such acts as they may deem
necessary or advisable in order to comply with the applicable laws of
any such states, and in connection therewith to execute and file all
requisite papers and documents, including, but no limited, to
applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by
such officers of any such paper or document or the doing by them of any
act in connection with the foregoing matters shall conclusively
establish their authority therefor from this Corporation and the
approval and ratification by this Corporation of the papers and
documents so executed and the action so taken.
