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REGISTRATION NO.
----------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1999
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 registrant as specified in its charter)
<TABLE>
<S> <C>
New York 22-2655804
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
30 South Pearl 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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Stephen P. Wink, Esq.
Senior Vice President, Secretary and General Counsel
First Albany Companies Inc.
30 South Pearl 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: Susan P. Serota, Esq.
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed maximum
Title of securities Amount to be Proposed maximum offering aggregate offering Amount of
to be registered(1) registered(2) price per share(3) price(3) registration fee(3)
------------------- ------------- ------------------ -------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par 500,000 shares $11.90625 $5,953,125 $1,654.97
value $.01 per share
</TABLE>
- ----------
(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) This Registration Statement shall be deemed to cover additional
securities to be issued in connection with, or as a result of, stock
splits, stock dividends or similar transactions.
(3) 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 April 1, 1999.
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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, No. 33-59855 and No. 333-18645 are hereby incorporated herein by
reference.
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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 this 31st day of
March, 1999.
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.
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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 31st day of March, 1999.
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
- --------------------------
Alan P. Goldberg Co-Chief Executive Officer
/s/ Timothy R. Welles Chief Financial Officer
- -------------------------- (Principal Financial and
Timothy R. Welles Accounting Officer)
/s/ Peter Barton Director
- --------------------------
Peter Barton
/s/ Walter M. Fiederowicz Director
- --------------------------
Walter M. 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
<PAGE> 5
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the First Albany Companies Inc. Stock Bonus Plan
has duly caused this Registration Statement to be duly signed on its behalf by
the undersigned, thereunto duly authorized in the City of Albany, State of New
York, on the 31st day of March, 1999.
FIRST ALBANY COMPANIES INC.
STOCK BONUS PLAN
By:/s/George C. McNamee
-------------------------
George C. McNamee
Member of the Administrative Committee
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First Albany Companies Inc.
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Exhibit Index
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Exhibit Sequential
Number Description Page Number
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<S> <C> <C>
4(a) Amended and Restated Certificate of Incorporation of First
Albany Companies Inc. (Designated in Form 10-Q filed for
the quarter ended June 26, 1998, Commission File
No. 000-14140 as Exhibit 3(i)).*
4(b) Amended and Restated Bylaws of First Albany Companies Inc.
(Designated in Form 10-Q filed for the quarter ended June 26,
1998, Commission File No. 000-14140 as Exhibit 3(ii)).*
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
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 PricewaterhouseCoopers LLP.
23(b) Consent of Counsel (contained in the Opinion of the Company's
General Counsel, Exhibit 5(a) hereto).
24(a) Power of Attorney (set forth on signature page hereof).
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* Incorporated by reference.
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EXHIBIT 5(a)
March 31, 1999
First Albany Companies Inc,
30 South Pearl 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")
Ladies and Gentlemen:
In connection with proposed sale of up to 500,000 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 or "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/ STEPHEN P. WINK
Stephen P. Wink
General Counsel
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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 related to the First Albany Companies
Inc. Stock Bonus Plan (File No. 0-14140) of our report dated February 12, 1999
on our audits of the consolidated financial statements and financial statement
schedule of First Albany Companies Inc. as of December 31, 1998 and December 31,
1997, and for each of the three years in the period ended December 31, 1998,
which report is included in the 1998 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Albany, New York
March 31, 1999
