As filed with the Securities and Exchange Commission on May 6, 2005
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
NEW YORK 22-2655804
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
677 BROADWAY
ALBANY, NEW YORK 12207-2990
(518) 447-8500
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
FIRST ALBANY COMPANIES INC.
1999 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
GORDON J. FOX
EXECUTIVE MANAGING DIRECTOR
FIRST ALBANY COMPANIES INC.
677 BROADWAY
ALBANY, NEW YORK 12207-2990
(518) 447-8500
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY OF COMMUNICATIONS TO:
ARTHUR H. KOHN, ESQ.
CLEARY GOTTLIEB STEEN & HAMILTON LLP
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE REGISTRATION FEE
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Common Stock, $.01 par value 600,000 $6.445 $3,867,000 $455.15
(1) This Registration Statement covers 600,000 shares of Common Stock
issuable upon exercise of options or covered under other awards granted
pursuant to the First Albany Companies Inc. 1999 Long-Term Incentive Plan
plus any additional shares of Common Stock which will become issuable
under such plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction. This Registration
Statement also covers the rights (the "Rights") attached to each share of
Common Stock pursuant to the Rights Agreement dated March 30, 1998. Until
the occurrence of certain specified events, the Rights are not
exercisable, are evidenced by the certificates representing the shares
and may be transferred only together with the shares.
(2) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(c) and Rule 457(h) under the
Securities Act of 1933, as amended, and based upon the average of the
high ($6.49) and low ($6.40) prices of the Common Stock as reported on
the NASDAQ National Exchange on May 5, 2005.
EXPLANATORY NOTE
On March 18, 2005, the Board of Directors of First Albany Companies
Inc. (the "Registrant") adopted an amendment to the Registrant's 1999 Long-Term
Incentive Plan (the "Plan") to increase the maximum number of shares of the
Registrant's Common Stock that may be issued pursuant to options or other awards
granted under the Registrant's Plan by 600,000 to a total of 4,200,000 shares
(or 4,621,968 as adjusted for stock dividends). The Registrant's shareholders
approved the amendment to the Plan at the Registrant's Annual Meeting of
Shareholders held April 28, 2005.
The additional shares to be registered by this Registration Statement
are of the same class as those securities covered by the following Registration
Statements on Form S-8 previously filed by the Registrant (together, the "Prior
Registration Statements"):
Registration Number Date Filed
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333-78879 May 20, 1999
333-97465 July 31, 2002
333-105771 June 2, 2003
333-115169 May 5, 2004
This Registration Statement on Form S-8 has been prepared and filed
pursuant to and in accordance with the requirements of General Instruction E to
Form S-8 for the purpose of effecting the registration under the Securities Act
of 1933, as amended, of an additional 600,000 shares of Common Stock issuable
pursuant to options or other awards to be granted under the Plan, as so amended
and restated. Pursuant to General Instruction E to Form S-8, the contents of the
Prior Registration Statements, made in connection with the Plan, including the
periodic reports that the Registrant filed after the Prior Registration
Statements to maintain current information about the Registrant, are
incorporated herein by reference.
PART II
ITEM 8. EXHIBITS.
In addition to the exhibits filed or incorporated by reference into
the Prior Registration Statements, the following documents are filed as exhibits
to this Registration Statement.
Exhibit No. Description Method of Filing
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5 Opinion of Cleary Gottlieb Steen & Hamilton LLP as to the legality Filed herewith
of the securities being registered
10 First Albany Companies Inc. 1999 Long-Term Incentive Plan Incorporated by reference to Appendix A to Proxy
Statement on Schedule 14A dated March 24, 2005.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP Contained in the opinion filed as Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP Filed herewith
24 Power of Attorney Included on the signature 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 Albany and the State of New York on the 6th day
of May, 2005.
FIRST ALBANY COMPANIES INC.
By /s/ Alan P. Goldberg
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Name: Alan P. Goldberg
Title: President and Chief Executive
Officer
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 Alan P. Goldberg and George C. McNamee, and each of them acting singly,
as his or her true and lawful attorney-in-fact and agent, with full and several
power of substitution, to sign for him and in his name, place and stead in any
and all capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments and
supplements to the said Registration Statement, and to file the same, with
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 fully to all intents and purposes as he or she might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ George C. McNamee May 6, 2005
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George C. McNamee Chairman
/s/ Alan P. Goldberg May 6, 2005
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Alan P. Goldberg Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Steven R. Jenkins May 6, 2005
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Steven R. Jenkins Chief Operating Officer and Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)
/s/ Carl P. Carlucci May 6, 2005
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Carl P. Carlucci Director
/s/ Walter W. Fiederowicz May 6, 2005
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Walter W. Fiederowicz Director
/s/ Nicholas A. Gravante, Jr. May 6, 2005
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Nicholas A. Gravante, Jr. Director
/s/ Hugh A. Johnson, Jr. May 6, 2005
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Hugh A. Johnson, Jr. Director
/s/ Dale Kutnick May 6, 2005
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Dale Kutnick Director
/s/ Shannon P. O'Brien May 6, 2005
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Shannon P. O'Brien Director
/s/ Arthur J. Roth May 6, 2005
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Arthur J. Roth Director
EXHIBIT INDEX
Exhibit No. Description Method of Filing
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5 Opinion of Cleary Gottlieb Steen & Hamilton LLP as to the legality Filed herewith
of the securities being registered
10 First Albany Companies Inc. 1999 Long-Term Incentive Plan Incorporated by reference to Appendix A to Proxy
Statement on Schedule 14A dated March 24, 2005.
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP Contained in the opinion filed as Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP Filed herewith
24 Power of Attorney Included on the signature page