efc7-2658_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
Pursuant
to Section 13 Or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 4,
2007
___________
FIRST
ALBANY COMPANIES INC.
(Exact
name of registrant as specified in its charter)
___________
New
York
(State
or other jurisdiction of incorporation)
0-14140
(Commission
File Number)
22-2655804
(IRS
Employer Identification No.)
One
Penn Plaza
New
York, New York
(Address
of Principal Executive Offices)
10119
(Zip
Code)
(212) 273-7100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
____________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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On
December 4, 2007, Wade Nesmith was elected to the Board of Directors of First
Albany Companies Inc. (the “Company”). The Board of Directors determined that
Mr. Nesmith is an “independent director” as defined in the NASDAQ Stock Market
listing standards, and is independent within the meaning of Rule 10A-3
under the Securities Exchange Act of 1934 and the Company’s Corporate Governance
Guidelines. Mr. Nesmith will also be a member of the Audit
Committee.
Mr.
Nesmith is a businessman and lawyer
focused on board work and corporate governance matters. He is associate counsel
with Lang Michener LLP, a law firm, where his practice is restricted to advising
boards of directors in relation to governance and restructuring issues. He
serves as the Lead Director of Silver Wheaton Corp. (NYSE/TSX), Chairman of
Selwyn Resources Ltd. (TSX-V) and is a director of Polymer Group, Inc., Geovic
Mining Corp., and Parran Capital Inc. Mr. Nesmith received his law
degree from Osgoode Hall Law School in 1977 and practiced with the Attorneys
General’s
offices in Ontario and Alberta before joining the British Columbia Securities
Commission in 1987. He was Executive Director (formerly Superintendent of
Brokers) of the Commission from 1989–1992 and prior to that served as the
Commission Director of Enforcement. He has been a director of a number of other
public and private companies, and was one of the founding directors of Westport
Innovations Inc. (TSX).
Mr.
Nesmith replaces Carl P. Carlucci,
Ph. D, who resigned from the Board effective December 4, 2007 in accordance
with
the terms of the previously announced $50 million equity investment in the
Company by an affiliate of MatlinPatterson Global Opportunities Partners II,
L.P. (See the Company’s Current Report filed on Form 8-K with the SEC on May 15,
2007.). Dr. Carlucci was a member of the Audit Committee at the time of his
resignation.
A
copy of the press release is
furnished with this Form 8-K as exhibit 99.1.
| Item
9.01. Financial Statements and
Exhibits. |
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release of First Albany Companies Inc. dated December 5,
2007.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FIRST
ALBANY COMPANIES
INC. |
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By:
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/s/
C. Brian Coad |
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C.
Brian
Coad |
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Chief
Financial
Officer |
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Dated:
December 5, 2007