ALBANY INTERNATIONAL CORP /DE/
S-8 POS, 1999-11-12
BROADWOVEN FABRIC MILLS, MAN MADE FIBER & SILK
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    Registration Statement No. 33-33048



                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                         ---------------------------------

                               POST-EFFECTIVE AMENDMENT
                                        NO. 1
                                         TO
                                      FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                         ---------------------------------


                               ALBANY INTERNATIONAL CORP.
                (Exact name of registrant as specified in its charter)

                   Delaware                             140462060
              (State of Incorporation) (IRS Employer Identification No.)

                     1373  Broadway,  Albany,  New York  12204-1907
                        (Address of principal executive offices)
                         ---------------------------------


                      THOMAS H. HAGOORT, Secretary and General Counsel
                                 Albany International Corp.
                        P. O. Box 1907, Albany, New York 12201-1907
                                    (518) 445-2200
                 (Name, address and telephone number of agent for service)
                         -----------------------------------


                     THIS POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
                     REGISTRATION STATEMENT IS BEING FILED SOLELY TO
                   DEREGISTER ALL SHARES OF COMMON STOCK (AND RELATED
                    PLAN INTERESTS) WHICH WERE REGISTERED UNDER THIS
                  REGISTRATION  STATEMENT AND WHICH HAVE NOT BEEN ISSUED
                       OR SOLD PRIOR TO THE DATE OF FILING HEREOF.
<PAGE>

                          DEREGISTRATION OF SECURITIES


               On January 18, 1990,  the  Registrant  filed with the  Commission
Registration  Statement on Form S-8  (Registration  No.33-33048)  registering an
aggregate of  $50,000,000  of plan  interests in  Registrant's  Prosperity  Plus
401(k)  Savings  Program ("the  Plan"),  as well as an  indeterminate  number of
shares of Registrant's  Class A Common Stock ("Common Stock") as may be issuable
to plan participants who elected to invest their  contributions in Common Stock.
The option to invest in shares of Common Stock has been terminated.  At the time
of  termination,  no  shares of Common  Stock  had been  sold by  Registrant  to
participants under the Plan. This Post-Effective  Amendment No. 1 to Form S-8 is
being filed to deregister the remaining  $50,000,000 of plan interests which may
no longer be used to purchase Common Stock from Registrant.

<PAGE>


                                 SIGNATURES

               Pursuant to the  requirement  of the  Securities Act of 1933, the
registrant certifies that is 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  10th  day of
November, 1999.


ALBANY INTERNATIONAL CORP.



By:   /s/ Francis L. McKone
      ---------------------
          Francis L. McKone
          Chairman and Chief Executive Officer


<PAGE>

               Pursuant to the  requirement  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.
<TABLE>
<CAPTION>
<S>                                             <C>                                  <C>
        Signature                                         Title                                 Date
        ---------                                         -----                                 ----


  /s/ Francis L. McKone                          Chairman of the Board,                November 10, 1999
(Francis L. McKone)                              Chief Executive Officer
                                                 and Director
                                                 (Principal Executive Officer)


  /s/ Michael C. Nahl                            Senior Vice President                 November 10, 1999
(Michael C. Nahl)                                and Chief Financial Officer
                                                 (Principal Financial Officer)


  /s/ Richard A. Carlstrom                       Vice President -                      November 10, 1999
(Richard A. Carlstrom)                           Controller
                                                 (Principal Accounting Officer)


  /s/ Thomas R. Beecher, Jr.                     Director                              November 10, 1999
(Thomas R. Beecher, Jr.)


  /s/ Charles B. Buchanan                        Director                              November 10, 1999
(Charles B. Buchanan)


  /s/ Allan Stenshamn                            Director                              November 10, 1999
(Allan Stenshamn)


  /s/ Barbara P. Wright                          Director                              November 10, 1999
(Barbara P. Wright)


  /s/ Joseph G. Morone                           Director                              November 10, 1999
(Joseph G. Morone)


  /s/ Christine L. Standish                      Director                              November 10, 1999
(Christine L. Standish)


  /s/ Frank R. Schmeler                          President, Chief Operating            November 10, 1999
(Frank R. Schmeler)                              Officer and Director


  /s/ Erland E. Kailbourne                       Director                              November 10, 1999
(Erland E. Kailbourne)
</TABLE>
<PAGE>


               Pursuant to the  requirement  of the  Securities Act of 1933, the
plans have duly caused this registration  statement to be signed on their behalf
by the undersigned  Chairman of the Employee Benefits  Committee of the Board of
Directors  of  the  registrant,  administrator  of  the  plans,  thereunto  duly
authorized,  in the  City of  Menands,  State  of New  York on the  10th  day of
November, 1999.


ALBANY INTERNATIONAL
PROSPERITY PLUS 401(k) and
EMPLOYEE STOCK OWNERSHIP PLANS


By:      /s/ Charles B. Buchanan
         -----------------------
             Charles B. Buchanan



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