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As filed with the Securities and Exchange Commission on May 20, 1999.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST ALBANY COMPANIES INC.
(Exact name of issuer as specified in its charter)
New York 22-2655804
(State of Incorporation) (I.R.S. Employer Identification No.)
30 S. Pearl Street
Albany, New York 12207-1599
(518) 447-8500
(Address and telephone number of principal executive offices)
FIRST ALBANY COMPANIES INC.
1989 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Stephen P. Wink, Esq.
Secretary and General Counsel
First Albany Companies Inc.
30 S. Pearl Street
Albany, New York 12207-1599
(518) 447-8500
(Name, address and telephone number of agent for service)
Copies to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ --------------------- ------------------------- ------------------------ --------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Share Aggregate Offering Registration Fee
Price
- ------------------------ --------------------- ------------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par 500,000 shares $14.1875 $12,093,783 $3,362.07
value)
- ------------------------ --------------------- ------------------------- ------------------------ --------------------
</TABLE>
* The proposed maximum aggregate offering price listed above has been determined
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and
represents (i) the aggregate exercise price of all options to acquire any of the
above-registered shares granted under the Plan as of the Effective Date of this
registration, plus (ii) the product of the remaining shares registered hereunder
available for future grant under the Plan multiplied by a per share price of
$14.1875, the average price of First Albany Companies Inc. Common Stock on the
NASDAQ NMS on May 13, 1999.
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PART I
ITEM 1. REQUIRED STATEMENT
This Registration Statement relates to and registers an
additional 500,000 shares of Common Stock, $.01 par value, of FIRST ALBANY
COMPANIES INC. (the "Registrant" or the "Company") for issuance under the First
Albany Companies Inc. 1989 Stock Incentive Plan (the "Plan"). Pursuant to Form
S-8 General Instruction E, the information contained in the Registrant's
registration on Form S-8, Registration No. 33-44605, as filed with the
Securities and Exchange Commission on December 24, 1991, is currently effective
and is hereby incorporated herein by reference thereto. The securities
registered hereunder are the same class as the securities previously registered
under Registration Statement No. 33-44605.
ITEM 2. EXHIBITS.
See Exhibit Index on page 4
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 and the State of New York, on May 19,
1999.
FIRST ALBANY COMPANIES INC.
By: /s/ George C. McNamee
--------------------------------
George C. McNamee
Chairman, President and
Co-Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes George C.
McNamee, Alan P. Goldberg or the agent for service named in this Registration
Statement to file one or more amendments (including post-effective amendments)
to this Registration Statement which may make such changes in this Registration
Statement as George C. McNamee, Alan P. Goldberg or such agent for service deems
2
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appropriate and each person hereby appoints George C. McNamee, Alan P. Goldberg
or such agent for service as attorney-in-fact to execute in the name and on
behalf of each such person, individually and in each capacity stated below, any
such amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George C. McNamee Chairman, President and May 19, 1999
____________________________ Co-Chief Executive Officer
George C. McNamee
/s/ Alan P. Goldberg President and Co-Chief May 19, 1999
____________________________ Executive Officer
Alan P. Goldberg
/s/ Hugh A. Johnson, Jr. Senior Vice-President, May 19, 1999
____________________________ and Chief Investment
Hugh A. Johnson, Jr. Officer
/s/ Timothy R. Welles Vice President and May 19, 1999
____________________________ Chief Financial Officer
Timothy R. Welles
/s/ Stephen P. Wink Secretary and General May 19, 1999
____________________________ Counsel
Stephen P. Wink
/s/ Peter Barton Director May 19, 1999
____________________________
Peter Barton
/s/ J. Anthony Boeckh, Ph.D. Director May 19, 1999
____________________________
J. Anthony Boeckh, Ph.D.
/s/ Walter M. Fiederowicz Director May 19, 1999
____________________________
Walter M. Fiederowicz
/s/ Daniel V. McNamee, III Director May 19, 1999
____________________________
Daniel V. McNamee, III
/s/ Charles L. Schwager Director May 19, 1999
____________________________
Charles L. Schwager
/s/ Benaree P. Wiley Director May 19, 1999
____________________________
Benaree P. Wiley
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5(a) Opinion of Company's General Counsel as to legality of the
securities offered under the Plan.
5(b) Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the
legality of the Company's Common Stock.
23(a) Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
the Opinion filed as Exhibit 5 hereto).
23(b) Consent of PriceWaterhouseCoopers LLP, independent auditors.
24 Power of Attorney (included on signature page)
</TABLE>
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Exhibit 5(a)
[First Albany Companies Inc. letterhead]
May 19, 1999
First Albany Companies Inc.
30 South Pearl Street
Albany, NY 12207
RE: First Albany Companies Inc. - Registration Statement on Form S-8
relating to the First Albany Companies Inc. 1989 Stock Incentive Plan
(the "Registration Statement")
Ladies and Gentlemen:
I am Secretary and General Counsel of First Albany Companies Inc., a
New York corporation ("First Albany"), and I am familiar with the corporate
proceedings taken by First Albany in connection with the proposed registration
of an aggregate of 500,000 shares of First Albany common stock, par value $.01
(the "Shares"), pursuant to the First Albany Companies Inc. 1989 Stock Incentive
Plan (the "Plan"), with respect to which the Registration Statement has been
prepared for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
In arriving at the opinions expressed below, I have reviewed the
Registration Statement and the Plan. In addition, I reviewed the originals or
copies certified or otherwise identified to my satisfaction of all such
corporate records of First Albany and such other instruments and other
certificates of public officials, officers and representatives of First Albany
and such other persons, and I have made such investigations of law, as I have
deemed appropriate as a basis for the opinion express below.
In rendering the opinions expressed below, I have assumed the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I have reviewed.
Based upon the foregoing, and subject to the further assumptions and
qualifications set forth below, it is my opinion that the Shares have been duly
authorized by all necessary corporate action of First Albany and, when
certificates representing the Shares shall have been executed in facsimile by
proper officers of the Company, authenticated by the transfer agent and
registrar for the Shares, delivered to persons entitled thereto pursuant to the
Plan in accordance with the terms thereof and paid for in cash (or other
consideration acceptable under New York law) in an amount not less than the par
value of the Shares, the Shares will have been legally and validly issued, and
will be fully paid and nonassessable.
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Insofar as the foregoing opinions relate to the
legality, validity, binding effect or enforceability of any agreement or
obligation of First Albany, (a) I have assumed that each other party to such
agreement or obligation has satisfied those legal requirements that are
applicable to it to the extent necessary to make such agreement or obligation
enforceable against it and (b) such opinion is subject to applicable bankruptcy,
insolvency and similar laws affecting creditor's rights generally and to general
principles of equity.
The foregoing opinion is limited to the Federal laws of the United
States of America and the law of the State of New York.
I hereby to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Stephen P. Wink
Secretary and
General Counsel
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Exhibits 5(b) and 23(a)
[Milbank, Tweed, Hadley & McCloy LLP letterhead]
May 19, 1999
First Albany Companies Inc.
30 S. Pearl Street
Albany, New York 12207-1599
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") which First Albany Companies Inc., a New York
corporation (the "Company"), proposes to file with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, an aggregate of 500,000 shares of Common Stock, $.01 par value, of the
Company (the "Shares") pursuant to the First Albany Companies Inc. 1989 Stock
Incentive Plan (the "Plan"). In connection with the forgoing registration, we
have acted as counsel for the Company, and as such counsel, we are familiar with
the corporate proceedings taken by the Company in connection with the
authorization and sales of the Shares and with the provisions of the Plan, in
accordance with which the sales of the Shares are to be made, in the form
incorporated by reference as an exhibit to the Registration Statement.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and other documents as we have deemed it
necessary to require as a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity with the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such letter documents. As to various questions of fact material to
such opinions we have, when relevant facts were not independently established,
relied upon certifications by officers of the Company and other appropriate
persons and statements contained in the Registration Statement.
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Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that the Shares
have been duly authorized and, when certificates representing the Shares shall
have been executed in facsimile by proper officers of the Company, authenticated
by the transfer agent and registrar for the Shares, delivered to persons
entitled thereto pursuant to the Plan in accordance with the terms thereof and
paid for in cash (or other consideration acceptable under New York law) in an
amount not less than the par value of the Shares, the Shares will have been
legally and validly issued, and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & McCLOY LLP
HSK/FCK
2
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CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
First Albany Companies Inc.:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated February 12, 1999 relating to the
financial statements and financial statement schedule, which appears in First
Albany Companies Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Albany, New York
May 17, 1999
