<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. __)
First Albany Companies Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
318465-10-1
- --------------------------------------------------------------------------------
(CUSIP Number)
Alan Goldberg
First Albany Companies Inc.
30 South Pearl Street
Albany, New York 12207
(518) 447-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
First Albany Companies Inc.
30 South Pearl Street
Albany, New York 12207
(518) 447-8500
Attn: Stephen P. Wink
March 16, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report to acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE> 2
SCHEDULE 13D
CUSIP NO.: 318465-10-1
(1) NAME OF REPORTING PERSON: Alan Goldberg
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 727,625
(8) SHARED VOTING POWER: 357
(9) SOLE DISPOSITIVE POWER: 684,378
(10) SHARED DISPOSITIVE POWER: 43,604
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 727,982
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.0%
(14) TYPE OF REPORTING PERSON: IN
<PAGE> 3
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock"), of
First Albany Companies Inc., a New York corporation (the "Company"), with its
principal executive offices located at 30 South Pearl Street, Albany, New York
12207.
Item 2. Identity and Background.
This Statement is being filed by Alan Goldberg (the "Reporting Person"),
whose business address is 30 South Pearl Street, Albany, New York 12207. The
Reporting Person's principal occupation is Co-Chief Executive Officer of First
Albany Companies Inc. The Reporting Person is a citizen of the United States.
During the last five years, the Reporting Person has not been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities reported herein were acquired over the course of many years
from the formation of the Company through 1998 and were acquired with the
personnel funds of the Reporting Person. As described in Item 6, some or all of
the securities owned by the Reporting Person may from time to time be subject to
a margin account agreement.
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities owned by him in connection
with his position as an executive officer and controlling person of the Company.
In the future, the Reporting Person may acquire additional shares of Common
Stock or other securities of the Company. In addition, the Reporting Person may
dispose of any or all securities of the Company in any manner permitted by
applicable securities laws.
<PAGE> 4
As the Co-Chief Executive Officer and as a Director of the Company, the
Reporting Person from time to time may consider proposals that relate to or
would result in the matters listed in Items 4(a)-(j) of Schedule 13D. Except as
otherwise described herein, the Reporting Person has no plan or proposal with
respect to the Company which relates to or would result in any of the matters
listed in Items 4(a) - (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the beneficial owner of 727,982 shares of
Common Stock, representing approximately 12.0% of the outstanding shares of
Common Stock. This amount includes (i) 169,193 options to purchase shares of
Common Stock, (ii) 43,604 shares in the First Albany Companies Inc. Stock Bonus
Plan allocated to the account of the Reporting Person (the "Bonus Plan
Account"), as to which the Reporting Person may direct the voting, (iii) 7,000
shares owned by the Goldberg Charitable Trust of which the Reporting Person is
the sole trustee (the "Trust Shares") and (iv) 357 shares held jointly with his
spouse. The Reporting Person disclaims beneficial ownership of the Trust Shares.
Except as described in the preceding paragraph, the Reporting Person
does not beneficially own any shares of Common Stock.
(b) The Reporting Person has the sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock owned by him except
that the Reporting Person has (i) shared dispositive power with respect to the
43,604 shares allocated to the Reporting Person's Bonus Plan Account and (ii)
shared voting and dispositive power with respect to the 357 shares held jointly
with his spouse.
(c) The Reporting Person has not effected any transactions in the Common
Stock during the past 60 days.
(d) The Reporting Person has the sole right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock owned by him.
(e) Not applicable.
<PAGE> 5
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to a Stock Option Agreement dated December 28, 1989, the
Reporting Person was granted an option to purchase 50,000 shares of Common Stock
at an exercise price of $5.44 per share, which option expires 10 years from the
date of grant, or if earlier, the termination of the Reporting Person's
employment. Pursuant to a Stock Option Agreement dated January 31, 1990, the
Reporting Person was granted an option to purchase 50,000 shares of Common Stock
at an exercise price of $5.44 per share, which option expires 10 years from the
date of grant, or if earlier, the termination of the Reporting Person's
employment. Pursuant to a Stock Option Agreement dated October 1, 1992, the
Reporting Person was granted an option to purchase 30,000 shares of Common Stock
at an exercise price of $6.75 per share, which option expires 10 years from the
date of grant, or if earlier, the termination of the Reporting Person's
employment. Pursuant to a Stock Option Agreement dated January 16, 1997, the
Reporting Person was granted an option to purchase 50,000 shares of Common Stock
at an exercise price of $10.25 per share, which option expires 10 years from the
date of grant, or if earlier, the termination of the Reporting Person's
employment. All of the foregoing share amounts and per share exercise prices
have been adjusted (and are subject to continued adjustment) in connection with
the declaration and payment of the Company's semi-annual stock dividends
pursuant to the terms of the Company's stock plans under which the options were
granted. The forms of option agreements referred to above are incorporated
herein by reference and attached hereto as Exhibit 1.
The Reporting Person is also a party to a standard Margin Account
Agreement with a wholly-owned subsidiary of the Company. Some or all of the
securities reported herein owned by the Reporting Person may from time to time
be held in the Reporting Person's margin account maintained pursuant to the
Margin Account Agreement. The form of Margin Account Agreement is incorporated
herein by reference and attached hereto as Exhibit 2.
Except as described herein, the Reporting Person has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls,
<PAGE> 6
guarantees or profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
1. Forms of Stock Option Agreements.
2. Form of Margin Account Agreement.
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 26, 1998
By: /s/ Alan Goldberg
-----------------------
Name: Alan Goldberg
<PAGE> 8
EXHIBIT INDEX
1. Forms of Stock Option Agreements.
2. Form of Margin Account Agreement.
<PAGE> 1
EXHIBIT 1
FIRST ALBANY COMPANIES INC. 1989 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION
STOCK OPTION AGREEMENT dated October 1, 1992, by and among Alan P.
Goldberg (the "Optionee") and First Albany Companies Inc., a New York
corporation (the "Company").
The parties hereto agree as follows:
1. Grant of Option; Price. The Company hereby irrevocably grants to the
Optionee the right and option to purchase Thirty Thousand (30,000) Shares of
Common Stock, no par value, of First Albany Companies Inc. (the "Common Stock")
at a purchase price of $6.75 per share pursuant to the Company's Stock Incentive
Plan (the "Plan"). The option granted herein is intended to be an incentive
stock option under Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"). The Plan, a copy of which is attached hereto, is made a part
hereof, and incorporated herein, with the same force and effect as if repeated
herein in full. The number of shares subject to the option and purchase price
shall be subject to adjustment as provided in the Plan.
2. Exercisability of Option. The option granted herein shall become
exercisable in whole or in part as follows:
(a) To the extent of 14,500 shares on or after the date of grant;
(b) To the extent of 14,500 shares on or after January 1, 1993;
(c) To the extent of 1,000 shares on or after January 1, 1994.
No portion of the option granted herein not exercised prior to the termination
of the Optionee's employment by the Company shall become exercisable thereafter
for any reason whatsoever.
<PAGE> 2
3. Duration of Option. The unexercised portion of the option granted
herein shall automatically and without notice terminate and become null and void
at the time of the earlier to occur of the following:
(a) The expiration of 10 years from the date on which such option is
granted;
(b) The termination of the Optionee's employment with the Company
for any reason.
4. Exercise of Option. The option granted herein shall be exercised by the
Optionee, by the giving of written notice of such exercise to the Company at its
principal office, in substantially the form annexed hereto as Annex I,
specifying the number of shares to be purchased and specifying a business day,
not less than 5 days nor more than 15 days from the date such notice is given,
for the payment of the purchase price against delivery of the shares being
purchased.
The Company shall cause a certificate or certificates for the shares so
purchased to be delivered to the Optionee at its principal office, against
payment of the purchase price by certified or offical bank check on the date
specified in the notice of exercise.
5. Sequential Exercise. The option granted herein shall not be exercisable
while there is outstanding any other incentive stock option under Section 422A
of the Code, which was granted to the Optionee prior to the grant of this
option, to purchase Common Stock of the Company or a parent corporation or a
subsidiary corporation. An incentive stock option shall be treated as
outstanding until such option is exercised in full, is surrendered, or expires
by reason of lapse of time.
2
<PAGE> 3
6. Rights of Optionee. The Optionee shall have none of the rights of a
shareholder of Company with respect to the shares subject to the option granted
herein until a certificate or certificates for such shares shall have been
issued upon the exercise of this option.
7. Non-Transferability of Option. The option granted herein shall not be
transferable by the Optionee and shall be exercisable only by him.
8. Resale of Stock to Company.
(a) If the Optionee's employment with the Company is terminated
for any reason after such Optionee's exercise of the option
granted herein, the Optionee or if the Optionee's employment
is terminated by reason of death, his executors,
administrators, legatees or distributees of his estate, as the
case may be, shall, within thirty days of the Optionee's
termination of employment, offer to sell the shares covered
hereby to the Company for their fair market value on the date
of the Optionee's termination of employment, and the Company
shall, within sixty days of receipt of the Optionee's offer,
have the right but not the obligation to purchase all or any
portion of such shares at such price. Anything in the
immediately preceding sentence to the contrary
notwithstanding, if the Optionee's employment with the Company
is terminated by reason of voluntary termination of
employment, retirement, disability, or death within two years
of the date of grant of this option or within one year of the
date of transfer to the Optionee of shares covered thereby
pursuant to exercise of this option, the Company may but
3
<PAGE> 4
shall not be obligated to defer the repurchase of shares
covered by such option until the expiration of two years from
the date of grant or one year from the date of transfer of
shares on exercise.
(b) An offer made pursuant to this Section 8 shall be made in
writing and delivered in person to the Secretary of the
Company or mailed by registered or certified mail addressed to
the Company at its principal office and to the attention of
its Secretary. Payment of the purchase price by the Company
shall be made upon delivery to it of certificates for the
purchased shares promptly endorsed with any necessary stock
transfer stamps affixed or provided for and, if sold by the
executors, administrators, legatees, or distributees of the
Optionee, accompanied by appropriate tax waivers.
9. Legend on Certificates. The Company may, to the extent deemed necessary
or advisable, endorse an appropriate legend referring to the restrictions
imposed by Section 8 upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon the exercise of this option.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
FIRST ALBANY COMPANIES INC.
By:
-----------------------------
--------------------------------
Optionee: Alan P. Goldberg
4
<PAGE> 5
5
<PAGE> 6
FIRST ALBANY COMPANIES INC. 1989 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION
STOCK OPTION AGREEMENT dated January 16, 1997, by and among Alan P.
Goldberg (the "Optionee") and First Albany Companies Inc., a New York
corporation (the "Company").
The parties hereto agree as follows:
1. Grant of Option; Price. The Company hereby irrevocably grants to the
Optionee the right and option to purchase Fifty Thousand (50,000) Shares of
Common Stock, no par value, of First Albany Companies Inc. (the "Common Stock")
at a purchase price of $10.25 per share pursuant to the Company's Stock
Incentive Plan (the "Plan"). The option granted herein is intended to be an
incentive stock option under Section 422A of the Internal Revenue Code of 1986,
as amended (the "Code"). The Plan, a copy of which is attached hereto, is made a
part hereof, and incorporated herein, with the same force and effect as if
repeated herein in full. The number of shares subject to the option and purchase
price shall be subject to adjustment as provided in the Plan.
2. Exercisability of Option. The option granted herein shall become
exercisable in whole or in part as follows:
(a) To the extent of 12,500 shares, on or after October 1, 1997
(b) To the extent of an additional 12,500 shares, on or after
October 1, 1998;
(c) To the extent of an additional 12, 500 shares on or after
October 1, 1999;
(d) To the extent of the final 12,500 shares on or after October
1, 2000.
<PAGE> 7
If an option is granted under the Plan subsequent to the option granted herein
but prior to the time that all installments of the option granted herein became
exercisable pursuant to the foregoing schedule, all remaining installments of
the option granted herein shall become immediately exercisable. In addition, the
Committee in its discretion can at any time accelerate the time at which any
unexercised installments can be exercised except to the extent that such
acceleration would cause more than $100,000 of shares subject hereto, determined
as if the date of grant, to be first exercisable in any calendar year. No
portion of the option granted herein not exercised prior to the termination of
the Optionee's employment by the Company shall become exercisable thereafter for
any reason whatsoever.
3. Duration of Option. The unexercised portion of the option granted
herein shall automatically and without notice terminate and become null and void
at the time of the earlier to occur of the following:
(a) The expiration of 10 years from the date on which such option is
granted;
(b) The termination of the Optionee's employment with the Company
for any reason.
4. Exercise of Option. The option granted herein shall be exercised by the
Optionee during the months of September, October, November, December or January
as to all or part of the vested shares covered hereby, in accordance herewith,
by the giving of written notice of such exercise to the Company at its principal
office, in substantially the form annexed hereto as Annex I, specifying the
number of shares to be purchased and specifying a business day, not less than 5
days nor more than 15 days from the date such notice is given, for the payment
of the purchase price against delivery of the shares being purchased.
2
<PAGE> 8
The Company shall cause a certificate or certificates for the shares so
purchased to be delivered to the Optionee at its principal office, against
payment of the purchase price by certified or offical bank check on the date
specified in the notice of exercise.
5. Rights of Optionee. The Optionee shall have none of the rights of a
shareholder of Parent with respect to the shares subject to the option granted
herein until a certificate or certificates for such shares shall have been
issued upon the exercise of this option.
6. Non-Transferability of Option. The option granted herein shall not be
transferable by the Optionee and shall be exercisable only by him.
7. Resale of Stock to Company.
(a) If the Optionee's employment with the Company is terminated
for any reason after such Optionee's exercise of the option
granted herein, the Optionee or if the Optionee's employment
is terminated by reason of death, his executors,
administrators, legatees or distributees of his estate, as the
case may be, shall, within thirty days of the Optionee's
termination of employment, offer to sell the shares covered
hereby to the Company for their fair market value on the date
of the Optionee's termination of employment, and the Company
shall, within sixty days of receipt of the Optionee's offer,
have the right but not the obligation to purchase all or any
portion of such shares at such price. Anything in the
immediately preceding sentence to the contrary
notwithstanding, if the Optionee's employment with the Company
is terminated by reason of voluntary termination of
employment, retirement, disability, or
3
<PAGE> 9
death within two years of the date of grant of this option or
within one year of the date of transfer to the Optionee of
shares covered thereby pursuant to exercise of this option,
the Company may but shall not be obligated to defer the
repurchase of shares covered by such option until the
expiration of two years from the date of grant or one year
from the date of transfer of shares on exercise.
(b) An offer made pursuant to this Section 7 shall be made in
writing and delivered in person to the Secretary of the
Company or mailed by registered or certified mail addressed to
the Company at its principal office and to the attention of
its Secretary. Payment of the purchase price by the Company
shall be made upon delivery to it of certificates for the
purchased shares promptly endorsed with any necessary stock
transfer stamps affixed or provided for and, if sold by the
executors, administrators, legatees, or distributees of the
Optionee, accompanied by appropriate tax waivers.
8. Legend on Certificates. The Parent may, to the extent deemed necessary
or advisable, endorse an appropriate legend referring to the restrictions
imposed by Section 7 upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon the exercise of this option.
9. Early Disposition. By accepting this Agreement, the Optionee agrees
that in the event that he shall dispose (whether by sale, exchange, gift, or any
like transfer) of any shares of Common Stock acquired by him pursuant hereto
within two years of the date of grant of this option or within one year after
the acquisition of such shares pursuant hereto, he will
4
<PAGE> 10
notify the Committee no later that 15 days from the date of such disposition of
the date or dates and the number of shares disposed of by him and the
consideration received, if any, and, upon notification from the Committee,
promptly forward to Parent any amount requested by the Committee for the purpose
of satisfying the Parent's liability, if any, to withhold federal, state or
local income or earnings tax or any other applicable tax or assessment (plus
interest or penalties thereon, if any caused by delay in making such payment)
incurred by reason of such disposition.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
FIRST ALBANY COMPANIES INC.
By:
-----------------------------
--------------------------------
Optionee: Alan P. Goldberg
5
<PAGE> 11
FIRST ALBANY COMPANIES INC. 1989 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION
STOCK OPTION AGREEMENT dated December 28, 1989, by and among Alan P.
Goldberg (the "Optionee") and First Albany Companies Inc., a New York
corporation (the "Company").
The parties hereto agree as follows:
1. Grant of Option; Price. The Company hereby irrevocably grants to the
Optionee the right and option to purchase Fifty Thousand (50,000) Shares of
Common Stock, no par value, of First Albany Companies Inc. (the "Common Stock")
at a purchase price of $5.98 per share pursuant to the Company's Stock Incentive
Plan (the "Plan"). The option granted herein is intended to be an incentive
stock option under Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"). The Plan, a copy of which is attached hereto, is made a part
hereof, and incorporated herein, with the same force and effect as if repeated
herein in full. The number of shares subject to the option and purchase price
shall be subject to adjustment as provided in the Plan.
2. Exercisability of Option. The option granted herein shall become
exercisable in whole or in part as follows:
(a) To the extent of 16,666 shares on or after the date of grant;
(b) To the extent of 16,667 shares on or after January 1, 1990;
(c) To the extent of 16,667 shares on or after January 1, 1991.
No portion of the option granted herein not exercised prior to the termination
of the Optionee's employment by the Company shall become exercisable thereafter
for any reason whatsoever.
<PAGE> 12
3. Duration of Option. The unexercised portion of the option granted
herein shall automatically and without notice terminate and become null and void
at the time of the earlier to occur of the following:
(a) The expiration of 10 years from the date on which such option
is granted;
(b) The termination of the Optionee's employment with the Company
for any reason.
4. Exercise of Option. The option granted herein shall be exercised by the
Optionee, by the giving of written notice of such exercise to the Company at its
principal office, in substantially the form annexed hereto as Annex I,
specifying the number of shares to be purchased and specifying a business day,
not less than 5 days nor more than 15 days from the date such notice is given,
for the payment of the purchase price against delivery of the shares being
purchased.
The Company shall cause a certificate or certificates for the shares so
purchased to be delivered to the Optionee at its principal office, against
payment of the purchase price by certified or offical bank check on the date
specified in the notice of exercise.
5. Sequential Exercise. The option granted herein shall not be exercisable
while there is outstanding any other incentive stock option under Section 422A
of the Code, which was granted to the Optionee prior to the grant of this
option, to purchase Common Stock of the Company or a parent corporation or a
subsidiary corporation. An incentive stock option shall be treated as
outstanding until such option is exercised in full, is surrendered, or expires
by reason of lapse of time.
2
<PAGE> 13
6. Rights of Optionee. The Optionee shall have none of the rights of a
shareholder of Company with respect to the shares subject to the option granted
herein until a certificate or certificates for such shares shall have been
issued upon the exercise of this option.
7. Non-Transferability of Option. The option granted herein shall not be
transferable by the Optionee and shall be exercisable only by him.
8. Resale of Stock to Company.
(a) If the Optionee's employment with the Company is terminated for
any reason after such Optionee's exercise of the option granted herein, the
Optionee or if the Optionee's employment is terminated by reason of death, his
executors, administrators, legatees or distributees of his estate, as the case
may be, shall, within thirty days of the Optionee's termination of employment,
offer to sell the shares covered hereby to the Company for their fair market
value on the date of the Optionee's termination of employment, and the Company
shall, within sixty days of receipt of the Optionee's offer, have the right but
not the obligation to purchase all or any portion of such shares at such price.
Anything in the immediately preceding sentence to the contrary notwithstanding,
if the Optionee's employment with the Company is terminated by reason of
voluntary termination of employment, retirement, disability, or death within two
years of the date of grant of this option or within one year of the date of
transfer to the Optionee of shares covered thereby pursuant to exercise of this
option, the Company may but shall not be obligated to defer the repurchase of
shares covered by such option until the expiration of two years from the date of
grant or one year from the date of transfer of shares on exercise.
(b) An offer made pursuant to this Section 8 shall be made in
writing and delivered in person to the Secretary of the Company or mailed by
registered or certified mail
3
<PAGE> 14
addressed to the Company at its principal office and to the attention of its
Secretary. Payment of the purchase price by the Company shall be made upon
delivery to it of certificates for the purchased shares promptly endorsed with
any necessary stock transfer stamps affixed or provided for and, if sold by the
executors, administrators, legatees, or distributees of the Optionee,
accompanied by appropriate tax waivers.
9. Legend on Certificates. The Company may, to the extent deemed necessary
or advisable, endorse an appropriate legend referring to the restrictions
imposed by Section 8 upon the certificate or certificates representing any
shares issued or transferred to the Optionee upon the exercise of this option.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
FIRST ALBANY COMPANIES INC.
By:
-----------------------------
--------------------------------
Optionee: Alan P. Goldberg
4
<PAGE> 15
STOCK INCENTIVE PLAN OF FIRST ALBANY CORPORATION
STOCK OPTION AGREEMENT
INCENTIVE STOCK OPTION
STOCK OPTION AGREEMENT dated January 31, 1990, by and among Alan P.
Goldberg (the "Optionee") and First Albany Corporation, a New York corporation
(the "Company").
The parties hereto agree as follows:
1. Grant of Option; Price. The Company hereby irrevocably grants to the
Optionee the right and option to purchase Fifty Thousand (50,000) Shares of
Common Stock, no par value, of its parent First Albany Companies Inc.,
("Parent") (the "Common Stock") at a purchase price of $5.44 per share pursuant
to the Company's Stock Incentive Plan (the "Plan"). The option granted herein is
intended to be an incentive stock option under Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"). The Plan, a copy of which is
attached hereto, is made a part hereof, and incorporated herein, with the same
force and effect as if repeated herein in full. The number of shares subject to
the option and purchase price shall be subject to adjustment as provided in the
Plan.
2. Exercisability of Option. The option granted herein shall become
exercisable in whole or in part after the date of the Agreement. No portion of
the option granted herein not exercised prior to the termination of the
Optionee's employment by the Company shall become exercisable thereafter for any
reason whatsoever.
<PAGE> 16
3. Duration of Option. The unexercised portion of the option granted
herein shall automatically and without notice terminate and become null and void
at the time of the earlier to occur of the following:
(a) The expiration of 10 years from the date on which such option is
granted;
(b) The termination of the Optionee's employment with the Company
for any reason.
4. Exercise of Option. The option granted herein shall be exercised by the
Optionee, by the giving of written notice of such exercise to the Company at its
principal office, in substantially the form annexed hereto as Annex I,
specifying the number of shares to be purchased and specifying a business day,
not less than 5 days nor more than 15 days from the date such notice is given,
for the payment of the purchase price against delivery of the shares being
purchased.
The Company shall cause a certificate or certificates for the shares so
purchased to be delivered to the Optionee at its principal office, against
payment of the purchase price by certified or offical bank check on the date
specified in the notice of exercise.
5. Sequential Exercise. The option granted herein shall not be exercisable
while there is outstanding any other incentive stock option under Section 422A
of the Code, which was granted to the Optionee prior to the grant of this
option, to purchase Common Stock of the Company or a parent corporation or a
subsidiary corporation. An incentive stock option shall be treated as
outstanding until such option is exercised in full, is surrendered, or expires
by reason of lapse of time.
2
<PAGE> 17
6. Rights of Optionee. The Optionee shall have none of the rights of a
shareholder of Parent with respect to the shares subject to the option granted
herein until a certificate or certificates for such shares shall have been
issued upon the exercise of this option.
7. Non-Transferability of Option. The option granted herein shall not be
transferable by the Optionee and shall be exercisable only by him.
8. Resale of Stock to Company.
(a) If the Optionee's employment with the Company is terminated
for any reason after such Optionee's exercise of the option
granted herein, the Optionee or if the Optionee's employment
is terminated by reason of death, his executors,
administrators, legatees or distributees of his estate, as the
case may be, shall, within thirty days of the Optionee's
termination of employment, offer to sell the shares covered
hereby to the Company for their fair market value on the date
of the Optionee's termination of employment, and the Company
shall, within sixty days of receipt of the Optionee's offer,
have the right but not the obligation to purchase all or any
portion of such shares at such price. Anything in the
immediately preceding sentence to the contrary
notwithstanding, if the Optionee's employment with the Company
is terminated by reason of voluntary termination of
employment, retirement, disability, or death within two years
of the date of grant of this option or within one year of the
date of transfer to the Optionee of shares covered thereby
pursuant to exercise of this option, the Company may but
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shall not be obligated to defer the repurchase of shares
covered by such option until the expiration of two years from
the date of grant or one year from the date of transfer of
shares on exercise.
(b) An offer made pursuant to this Section 8 shall be made in
writing and delivered in person to the Secretary of the
Company or mailed by registered or certified mail addressed to
the Company at its principal office and to the attention of
its Secretary. Payment of the purchase price by the Company
shall be made upon delivery to it of certificates for the
purchased shares promptly endorsed with any necessary stock
transfer stamps affixed or provided for and, if sold by the
executors, administrators, legatees, or distributees of the
Optionee, accompanied by appropriate tax waivers.
9. Investment Representation. The Optionee, by his acceptance hereof,
represents and warrants to the Company and Parent that his purchase of shares of
Common Stock upon the exercise hereof shall be solely for his own account for
investment and not with a view to, or for resale in connection with, a
distribution thereof in violation of the Securities Act of 1933 (the "Securities
Act") and that such shares will not be sold or otherwise disposed of unless (I)
a registration statement under the Securities Act is then in effect with respect
thereto or (ii) he has received an opinion of counsel satisfactory to the
Company to the effect that no registration is required under the Securities Act
with respect thereto.
10. Legend on Certificates. The Company may, to the extent deemed
necessary or advisable, endorse an appropriate legend referring to the
restrictions imposed by
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Sections 8 and 9 upon the certificate or certificates representing any shares
issued or transferred to the Optionee upon the exercise of this option.
11. Early Disposition. By accepting this Agreement, the Optionee agrees
that in the event that he shall dispose (whether by sale, exchange, gift, or any
like transfer) of any shares of Common Stock acquired by him pursuant hereto
within two years of the date of grant of this option or within one year after
the acquisition of such shares pursuant hereto, he will notify the Committee no
later that 15 days from the date of such disposition of the date or dates and
the number of shares disposed of by him and the consideration received, if any,
and, upon notification from the Committee, promptly forward to Parent any amount
requested by the Committee for the purpose of satisfying the Parent's liability,
if any, to withhold federal, state or local income or earnings tax or any other
applicable tax or assessment (plus interest or penalties thereon, if any caused
by delay in making such payment) incurred by reason of such disposition.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
FIRST ALBANY CORPORATION
By:
-----------------------------
--------------------------------
Optionee: Alan P. Goldberg
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EXHIBIT 2
First Albany Corporation
30 S. Pearl Street, P.O. Box 52
Albany, NY 12201-0052
Margin Account Agreement
Name:___________________________ ____________ ___________________
BRANCH ACCOUNT NUMBER
In consideration of First Albany carrying an account or accounts for me, I
hereby agree as follows:
1. All securities and other property of mine which First Albany may at any
time be carrying for me, or which may at any time be in your possession or
under your control, shall be subject to a general lien for the discharge
of all my indebtedness and other obligations to you, without regard to
your having made any advance in connection with such securities and other
property and without regard to the number of accounts I may have with you.
Whenever circumstances shall in your discretion make it desirable to do
so, you may transfer any or all of my securities and other property from
any of my accounts to any other account of mine, to any account guaranteed
by me, or to any joint account in which I have an interest, all without
notice to me. Whenever you shall be entitled to realize on such securities
and other property in the enforcement of your lien, you may in your
discretion select the securities and other property to be sold by you
and/or the contracts to be closed out by you for that purpose.
2. I undertake to discharge, upon your demand, my indebtedness and other
obligations to you, including obligations with respect to any account
guaranteed by me, and including specifically the payment of any deficiency
in any closed account, and no oral agreement or instructions to the
contrary shall be recognized.
3. Any accommodation or credit extended to me by you may be, in your
discretion, at any time revoked and canceled, and the account or accounts
closed, in the event that a petition in bankruptcy, or for the appointment
of a receiver, is filed by or against me or an assignment is made by me
for the benefits of creditors.
4. I agree to keep, in every account in which I have an interest, an equity
satisfactory to you from time to time, and in the event that any such
equity shall in your discretion be deemed insufficient, you shall have the
right, whenever in your discretion you consider it necessary for your own
protection, to sell any or all of my securities and other property, to buy
any or all securities and other property of which I may be short, and to
close out any or all outstanding contracts, all without demand for cash or
additional equity, notice of sale or purchase, all of which are expressly
waived; and no specific demand or notice shall invalidate this waiver.
5. Any sale or purchase pursuant to any of the preceding provisions of this
agreement or in any other circumstances may be made on any exchange or
market or at public or private sale, and you may be the purchasers or
sellers for your own account.
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6. I consent that you may pledge any or all securities and other property of
mine which may at any time in your possession or which you may at any time
be carrying for me in any account or accounts, either separately or
together with other securities and other property, whether belonging to me
or others, or you may deliver the same on contracts for other clients,
without your having in your possession or subject to your control
securities and other property of the kind and amount to which I may then
be entitled for delivery upon my demand therefore and tender of the amount
due you.
7. Any debit balances in any account of mine shall be charged with interest
monthly in accordance with your usual custom.
8. You shall not be liable for refusing to obey any orders given by or for me
with respect to an account, which has been the subject of an attachment or
sequestration in any legal proceeding against me, and you shall be under
no obligation to contest the validity of any such attachment or
sequestration.
9. In case of the sale of any securities or other property by you for me and
at my direction, and your inability to make delivery by reason of my
failure to supply you therewith, then and in such event you are authorized
to borrow any securities or property necessary to make delivery and I
hereby agree to indemnify you and reimburse you for any liability or loss
which you may incur or sustain thereby or by reason of your inability to
borrow the securities or other property sold.
10. This agreement shall continue in force even if my accounts are wholly
closed and subsequently reopened. It shall cover individually and
collectively all accounts which I may open or reopen with you, or which I
may guarantee, shall inure to the benefit of your successors and assigns,
and shall be binding upon my personal representatives, distributees,
successors, and assigns.
11. In case of my death, you shall not be responsible for any action taken or
any order received prior to receiving written notice of death. You may, in
your discretion, close any or all of my accounts without awaiting the
appointment of a personal representative for my estate and without demand
upon or notice to any such personal representative.
12. This agreement and all transactions, whether you are acting as broker or
principal, shall be subject to the constitution, rules, customs, and
usages of the exchange or market including the over-the-counter market,
and clearing houses, if any, where the transactions are effected by you or
your agents and to all governmental acts and statutes and to the rules and
regulations made thereunder, including present and future acts which amend
the same and are supplemental thereto, insofar as applicable.
13. You shall not be liable for loss caused directly or indirectly by
government restrictions, war, strikes, or other conditions beyond your
control.
14. In the event that I fail to discharge my indebtedness or other obligations
to you and you refer my account for collection or enforcement of your
rights, I agree to pay all reasonable costs and expenses, including
reasonable attorney's fees, you incur.
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15. Whenever there is a reference in this agreement to I, me, or mine, it is
understood that, in the case of a joint account or guarantor, such
references also refer to such joint parties or guarantors.
16. I hereby grant you the authority to seek any financial or credit
information pertaining to the maintenance of the account, and I release
you and the furnishing agency from all liability for any damages
whatsoever incurred in furnishing such information.
17. If any provision of this Agreement is held to be invalid, void, or
unenforceable by reason of any law, rule, administrative order, or
judicial decision, that determination shall not affect the validity of the
remaining provisions of this Agreement.
18. This agreement shall be deemed to have been made in the State of New York
and shall be construed, and the rights and liabilities of the parties
determined, in accordance with the laws of the State of New York.
19. Arbitration Disclosures
o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court,
including the right to a jury trial.
o Pre-arbitration discovery is generally more limited than and
different from court proceedings.
o The arbitrators' award is not required to include factual findings
or legal reasoning and any party's right to appeal or to seek
modification of rulings by the arbitrators is strictly limited.
o The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
It is agreed that any claim, dispute, or controversy between us shall be
conducted pursuant to the Federal Arbitration Act and submitted to
arbitration (i) under the provisions of the Constitution and Rules of the
Board of Governors of the New York Stock Exchange, Inc., as to any matter,
(ii) with respect to transactions effected on any other stock exchanges,
under the arbitration rules of such stock exchange, (iii) pursuant to the
Code of Arbitration Procedures of the National Association of Securities
Dealers, Inc., (iv) pursuant to the Securities Arbitration Rules of the
American Arbitration Association or (v), where applicable, pursuant to the
rules of the Municipal Securities Rulemaking Board, as I may elect. The
award of the arbitrators shall be final, and judgment upon the award
rendered may be entered in any court, state or federal, having
jurisdiction. Copies of any such arbitration rules may be obtained from
First Albany, or any such organization.
Arbitration must be commenced by service upon the other party of a written
demand for arbitration or a written notice of intention to arbitrate,
therein electing the arbitration
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tribunal. In the event that I do not make such election within five (5)
days of such demand notice, then I authorize you to do so on my behalf.
No person shall bring a putative or certified class action to arbitration,
nor seek to enforce any pre-dispute arbitration agreement against any
person who has initiated in court a putative class action; who is a member
of a putative class who has opted out of the class with respect to any
claims encompassed by the putative class action until:
(i) the class certification is denied
(ii) the class is decertified; or
(iii) the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute
a waiver of any rights under this agreement except to the extent stated
herein.
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I (we) confirm that I (we) have reviewed the entire Margin Account
Agreement, through number 19 on the reverse side.
I (we) confirm that I (we) have read the "Margin Account Disclosure
Statement" and I (we) understand the contents.
BY SIGNING THIS AGREEMENT I (WE) ACKNOWLEDGE THAT MY (OUR) SECURITIES MAY
BE LOANED TO YOU OR LOANED OUT TO OTHERS.
This agreement contains pre-dispute arbitration clause at paragraph 19.
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(Signature) (Date)
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(Signature) (Date)
First Albany Corporation Copy
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