As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-[______]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
REGISTRATION STATEMENT
ON
FORM S-8
Under
THE SECURITIES ACT OF 1933
---------------
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.)
30 South Pearl
Albany, New York 12207
(Address of principal executive offices, including zip code)
First Albany Companies Inc. Stock Bonus Plan
(Full title of the Plan)
---------------
Michael R. Lindburg, Esq.
Vice President and General Counsel
First Albany Companies Inc.
30 South Pearl
Albany, New York 12207
(Name and address of agent for service)
(518) 447-8500
(Telephone number, including area
code, of agent for service)
---------------
Copies to:
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
(212) 858-1000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered (1) registered per share(2) price(2) fee(2)
- --------------------------------------------------------------------------------
Common Stock, par value 500,000 $9.63 $4,815,000.00 $1,459.09
$.01 per share
================================================================================
(1) 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.
(2) 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 average of the reported high and low prices for First Albany
Companies Inc.'s Common Stock on the NASDAQ National Market System on
December 20, 1996.
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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 500,000
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 Statements on Form S-8,
Registration No. 33- 52153 and No. 33-59855 are hereby incorporated herein by
reference.
<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 23rd day of
December 1996.
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 500,000
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.
-2-
<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 23rd day of December 1996.
Signature Title
--------- -----
/s/ George C. McNamee Director, Chairman and
- -------------------------- Co-Chief Executive Officer
George C. McNamee (Principal Executive Officer)
/s/ Alan P. Goldberg Director, President and
- -------------------------- Co-Chief Executive Officer
Alan P. Goldberg
/s/ David J. Cunningham Vice President and Chief
- -------------------------- Financial Officer (Principal
David J. Cunningham Financial and Accounting
Officer)
/s/ J. Anthony Boeckh Director
- --------------------------
J. Anthony Boeckh
/s/Walter Fiederowicz Director
- --------------------------
Walter Fiederowicz
/s/ Hugh A. Johnson Director and Senior Vice
- -------------------------- President
Hugh A. Johnson
/s/ Daniel V. McNamee, III Director
- --------------------------
Daniel V. McNamee, III
/s/ Charles L. Schwager 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 undersigned, thereunto
duly
-3-
<PAGE>
authorized in the City of Albany, State of New York, on the 23rd day of December
1996.
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
By: /s/ George C. McNamee
----------------------
George C. McNamee
Member of the Administrative
Committee
-4-
<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 Number
- ------- ----------- -----------
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.
23(a) - Consent of Coopers & Lybrand L.L.P., independent
certified public accountants.
23(b) - Consent of Counsel (contained in the Opinion of
the Company's General Counsel, Exhibit 5(a)
hereto).
24(b) - Power of Attorney (set forth on signature page
hereof).
- ------------------
* Incorporated by reference.
<PAGE>
EXHIBIT 5(a)
November 23, 1996
First Albany Corporation
30 South Pearl Street
Albany, NY 12201-0052
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 500,000 shares of
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 "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
<PAGE>
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
General Counsel/Secretary
-2-
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
First Albany Companies Inc. on Form S-8 (File No. 0- 14140) of our report dated
March 18, 1996 on our audits of the statements of net assets available for plan
benefits as of December 31, 1995 and 1994 and the statements of changes in net
assets available for plan benefits for each of the three years in the period
ended December 31, 1995 of First Albany Companies Inc. Stock Bonus Plan and of
our report dated November 10, 1995 on our audits of the consolidated financial
statements and financial statement schedule of First Albany Companies Inc. as of
September 29, 1995 and September 30, 1994 and for each of the three years in the
period ended September 29, 1995. We also consent to the reference to our firm
under the caption "Experts."
Coopers & Lybrand LLP
Albany, New York
December 20, 1996
<PAGE>
