<PAGE>
Registration Statement No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALBANY INTERNATIONAL CORP.
(Exact name of issuer as specified in its charter)
DELAWARE 14-0462060
(State of Incorporation) (IRS Employer Identification No.)
PO Box 1907, Albany, New York 12201-1907
(Address of principal executive offices)
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CHARLES B. BUCHANAN, Secretary, Albany International Corp.
P. O. Box 1907, Albany, New York 12201-1907
(518) 445-2200
(Name, address and telephone number of agent for service)
Copy to: THOMAS H. HAGOORT, ESQ., General Counsel, Albany International Corp.
P. O. Box 1907, Albany, New York 12201-1907
(518) 445-2200
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 145,000 $15.000 (2) $ 2,175,000.00 (2) $ 750
Common Stock (1) 101,200 $18.625 (2) $ 1,884,850.00 (2) $ 650
233,450 $16.250 (2) $ 3,793,562.50 (2) $ 1,308
186,500 $18.750 (2) $ 3,496,875.00 (2) $ 1,206
436,250 $22.250 (2) $ 9,706,562.50 (2) $ 3,347
897,600 $22.9375(3) $20,588,700.00 (3) $ 7,100
Total: 2,000,000 -- $41,645,550.00 $14,361
<FN>
(1) To be issued or sold on exercise of options granted by the issuer under
the Albany International Corp. 1992 Stock Option Plan.
(2) Calculated, solely for the purpose of determining the registration fee,
on the basis of the exercise price of options outstanding.
(3) Calculated, solely for the purpose of determining the registration fee,
on the basis of the average of the high and low prices of the issuer's
Class A Common Stock reported on the Composite Tape for the New York Stock
Exchange as of June 28, 1995.
</TABLE>
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Approximate date of commencement of proposed sale to public: From time to time
after the effective date of this registration statement upon exercise of options
under the Albany International Corp. 1992 Stock Option Plan.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Registration Statement: (a) the annual report on Form 10-K for the fiscal year
ended December 31, 1994 of Albany International Corp. (the "Company"); (b) the
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 1995 of the
Company; and (c) the Company's registration statement on Form 8-A, dated August
18, 1988, filed pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), describing the Company's Common Stock.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment 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 to be part hereof
from the date of filing such documents. The Company will provide, without
charge, to each participant in the Plan, upon written or oral request: (a) a
copy of any or all of the documents incorporated by reference in the
Registration Statement (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents) and (b)
all other documents required to be delivered to participants pursuant to Rule
428(b) of the Act. Requests should be directed to Charles B. Buchanan,
Secretary, Albany International Corp., P. O. Box 1907, Albany, New York 12201-
1907 (telephone number: (518) 445-2200).
Item 19. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any suit or proceeding whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is serving at its
request in such capacity in another corporation or business association, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Article V of the Company's Certificate of Incorporation provides that,
to the fullest extent permitted by the Delaware General Corporation Law, no
director of the Company shall be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director.
<PAGE>
Article V of the Company's By-Laws requires that the Company
indemnify, to the fullest extent permitted by law, each person serving as a
director of the Company or of a majority-owned subsidiary of the Company or of
any other enterprise at the request of the Company in connection with any
action, suit or proceeding brought against such person by reason of his status
as such a director or arising from any other function (including service as an
officer) performed by such person for the Company, such a subsidiary or such an
enterprise; PROVIDED, HOWEVER, that such indemnification is inapplicable if a
judgment or other final adjudication adverse to such person establishes that (i)
the acts of such person to which such action, suit or proceeding relates were
the result of active and deliberate dishonesty by such person and were material
to such action, suit or proceeding, or (ii) such person personally gained, as a
result of the acts of such person to which such action, suit or proceeding
relates, a financial profit or other financial advantage to which he was not
legally entitled.
Article VI of the Company's By-Laws permits the Company to indemnify,
to the fullest extent permitted by law, each person serving as an officer,
employee or agent of the Company or of a majority-owned subsidiary of the
Company or any other enterprise at the request of the Company in connection with
any suit, action or proceeding brought against such person by reason of his
status as such an officer, employee or agent or arising from any other function
performed by such person for the Company, such a subsidiary or such an
enterprise; PROVIDED, HOWEVER, that such permissive indemnification of officers,
employees and agents is inapplicable in circumstances analogous to those in
which mandatory indemnification of directors is inapplicable.
Item 20. EXHIBITS
EXHIBIT NO. EXHIBIT
----------- -------
4.1* Article IV of Restated Certificate of
Incorporation of Registrant
5.1 Opinion of Thomas H. Hagoort, as
to the legality of the issuance of the
Class A Common Stock offered hereby
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Thomas H. Hagoort
(included in Exhibit 5.1)
24.1 Power of Attorney
- -----------------------
* Previously filed as Exhibit F to the Registrant's Registration Statement on
Form 8-A, file no. 1-10026, declared effective by the Securities and
Exchange Commission on August 26, 1988 (as to The Pacific Stock Exchange,
Inc.) and on September 7, 1988 (as to The New York Stock Exchange, Inc.)
<PAGE>
Item 21. UNDERTAKINGS
The undersigned registrant hereby undertakes: (1) 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 (the "Securities Act"), (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, represent a fundamental change in the
information set forth in the Registration Statement, and (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 the foregoing
clauses (i) and (ii) do not apply if the information required to be included in
a post-effective amendment by such clauses is contained in periodic reports
filed by the registrant pursuant to Sections 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement; (2) that for
the purpose of determining any liability under the Securities Act, each such
post-effective amendment and each filing of the registrant's annual report
pursuant to Sections 13(a) or 15(d) of the Exchange Act 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 that time shall be deemed to be the initial BONA FIDE offering
thereof; and (3) 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
<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 Menands, State of New York on the 30th day of June,
1995.
ALBANY INTERNATIONAL CORP.
By: /s/ CHARLES B. BUCHANAN
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Charles B. Buchanan
Vice President, Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board
- ----------------------- and Director June 30, 1995
(J. Spencer Standish)
* President, Chief Executive
- ----------------------- Officer and Director June 30, 1995
(Francis L. McKone) (Principal Executive Officer)
* Senior Vice President and
- ----------------------- Chief Financial Officer June 30, 1995
(Michael C. Nahl) (Principal Financial Officer)
*
- ----------------------- Vice President, Controller June 30, 1995
(Richard A. Carlstrom) (Principal Accounting Officer)
/s/ Charles B. Buchanan
- ----------------------- Vice President, Secretary June 30, 1995
(Charles B. Buchanan) and Director
* Director June 30, 1995
- -----------------------
(Paul Bancroft III)
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*
- ----------------------- Director June 30, 1995
(Thomas R. Beecher)
*
- ----------------------- Director June 30, 1995
(Stanley I. Landgraf)
*
- ----------------------- Director June 30, 1995
(Allan Stenshamn)
*
- ----------------------- Director June 30, 1995
(Barbara P. Wright)
* By /s/ CHARLES B. BUCHANAN
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Attorney-in-Fact
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EXHIBIT INDEX
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No. Description
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4.1* Article IV of Restated Certificate of
Incorporation of Registrant
5.1 Opinion of Thomas H. Hagoort, as
to the legality of the issuance of the
Class A Common Stock offered hereby
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Thomas H. Hagoort
(included in Exhibit 5.1)
24.1 Power of Attorney
- -----------------------
* Previously filed as Exhibit F to the Registrant's Registration Statement on
Form 8-A, file no. 1-10026.
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EXHIBIT 5.1
<PAGE>
June 15, 1995
Albany International Corp.
P. O. Box 1907
Albany, New York 12201-1907
Dear Sirs:
Albany International Corp., a Delaware corporation ("the Company"),
has requested my opinion in connection with its Registration Statement on Form
S-8, ("the Registration Statement"), filed by the Company on or about July 1,
1995 with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended ("the Act"), relating to 2,000,000 shares
of Class A Common Stock, par value $.001 per share, issuable on exercise of
stock options granted under the Company's 1992 Stock Option Plan ("the Plan").
I have examined and am relying on originals, or copies certified or
otherwise identified to my satisfaction, of such corporate records, such other
instruments, certificates and representations of public officials, officers and
representatives of the Company and such other persons, and I have made such
investigations of law, as I deemed appropriate as a basis for the opinion
expressed below.
Based on the foregoing, it is my opinion that the shares of Class A
Common Stock of the Company issuable on exercise of options granted under the
Plan being registered under the Registration Statement will, when sold pursuant
to the Registration Statement, be duly authorized, validly issued, fully-paid
and non-assessable, provided that the exercise price for such shares under such
options is in fact paid to the Company.
In rendering this opinion, I express no opinion as to the laws of any
jurisdiction other than the corporation law of the State of Delaware and the
laws of the United States of America.
<PAGE>
Albany International Corp., p. 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not thereby admit that I
am an expert with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or
the rules and regulations of the Commission issued thereunder.
Very truly yours,
By /s/ THOMAS H. HAGOORT
-----------------------------
Thomas H. Hagoort
General Counsel
Albany International Corp.
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in this Registration Statement on
Form S-8 (File No. 33- ) of our report, dated January 26, 1995, on our
audits of the consolidated financial statements and financial statement
schedules of Albany International Corp. Incorporated by reference into the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
COOPERS & LYBRAND L.L.P.
Albany, New York
June 30, 1995
<PAGE>
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of ALBANY INTERNATIONAL CORP., a Delaware corporation (the
"Company"), which proposes to file with the Securities and Exchange Commission
(the "SEC") under the provisions of the Securities Act of 1933, as amended
(the "Act"), (1) a registration statement on Form S-8 and a separate
prospectus prepared in accordance with the requirements of Form S-3 under the
Act (together, the "Option Registration Statement") for the registration
under the Act of shares of Class A Common Stock of the Company to be issued
or sold upon the exercise of stock options granted pursuant to the Company's
1992 Stock Option Plan and resales of such shares and (2) a registration
statement on Form S-8 (the "401(k) Registration Statement") for the registration
under the Act of shares of Class A Common Stock of the Company that may be
issued in respect of the Company's Prosperity Plus 401(k) Plan, constitutes and
appoints J. Spencer Standish, Michael C. Nahl and Charles B. Buchanan, and each
of them with full power to act without the others, his or her true and lawful
attorneys-in-fact and agents, with full and several power of substitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign the Registration Statements and any and all pre-effective and/or
post-effective amendments and other documents relating thereto, with power where
appropriate to affix the corporate seal of the Company thereto and to attest
said seal, and to file the Registration Statements and each such amendment, with
all exhibits thereto and any and all other information and documents in
connection therewith, with the SEC, hereby granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be
<PAGE>
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals this 19th day of June, 1995.
/s/ J. SPENCER STANDISH /s/ FRANCIS L. MCKONE
- ----------------------------------- ------------------------------------
J. Spencer Standish Francis L. McKone
Chairman of the Board and Director President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ MICHAEL C. NAHL /s/ RICHARD A. CARLSTROM
- ----------------------------------- ------------------------------------
Michael C. Nahl Richard A. Carlstrom
Senior Vice President and Vice President, Controller
Chief Financial Officer (Principal Accounting Officer)
(Principal Financial Officer)
/s/ CHARLES B. BUCHANAN /s/ PAUL BANCROFT, III
- ----------------------------------- ------------------------------------
Charles B. Buchanan Paul Bancroft, III
Vice President, Secretary Director
and Director
/s/ THOMAS R. BEECHER, JR. /s/ STANLEY I. LANDGRAF
- ----------------------------------- ------------------------------------
Thomas R. Beecher, Jr. Stanley I. Landgraf
Director Director
/s/ ALLAN STENSHAMN /s/ BARBARA P. WRIGHT
- ----------------------------------- ------------------------------------
Allan Stenshamn Barbara P. Wright
Director Director
