As filed with the Securities and Exchange Commission on June 2, 2003
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
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
Incorporation or Organization) Identification Number)
30 S. Pearl Street
Albany, New York 12207-1599
(518) 447-8500
(Address of Registrant's Principal Executive Offices)
FIRST ALBANY COMPANIES INC.
1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plans)
Stephen P. Wink, Esq.
Secretary and General Counsel
First Albany Companies Inc.
30 S. Pearl Street
Albany, New York 12207-1599
(518) 447-8500
(Name, Address, and Telephone Number of Agent for Service)
Copy of communications to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered (1) per share (2) offering price registration fee
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Common Stock, $.01 par value 800,000 $9.625 $7,700,000 $622.93
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(1) This Registration Statement covers 800,000 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(h) under the Securities Act
and based upon the average of the high ($9.77) and low ($9.48) prices of
the Common Stock as reported on the NASDAQ National Exchange on May 23,
2003
Explanatory Note
On March 10, 2003, the Board of Directors of First Albany Companies
Inc. (the "Company") adopted an amendment to the Company's 1999 Long-Term
Incentive Plan (the "Plan") to increase the maximum number of shares of the
Company's Common Stock that may be issued pursuant to options or other awards
granted under the Company's Plan by 800,000 to a total of 2,400,000 shares. The
Company's shareholders approved the amendment to the Plan at the Company's
Annual Meeting of Shareholders held April 29, 2003.
The additional shares to be registered by this Registration Statement
are of the same class as those securities covered by the Company's previously
filed Registration Statements on Form S-8 filed on May 20, 1999 (Registration
No. 333-78879) and July 31, 2002 (Registration No. 333-97465) with respect to
the Plan (together, the "Prior Registration Statements"). 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 of an additional
800,000 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
Company filed after the Prior Registration Statements to maintain current
information about the Company, 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 as to Filed herewith
the legality of the securities being registered
10 First Albany Companies Inc. 1999 Long-Term Incentive Incorporated by reference to Exhibit 99(a) to
Plan the Registration Statement on Form S-8, filed
with the Commission on July 31, 2002
23.1 Consent of Cleary, Gottlieb, Steen & Hamilton 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 2nd day of
June, 2003.
FIRST ALBANY COMPANIES INC.
By
/s/ Alan P. Goldberg
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Name: Alan P. Goldberg
Title: President and Co-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
George C. McNamee and Alan P. Goldberg, 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 field
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 June 2, 2002
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George C. McNamee Director, Chairman of the Board and
Co-Chief Executive Officer (Principal
Executive Officer)
/s/ Alan P. Goldberg June 2, 2002
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Alan P. Goldberg Director, President and Co-Chief Executive
Officer
/s/ Steven R. Jenkins June 2, 2002
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Steven R. Jenkins Chief Financial Officer (Principal
Financial Officer and Principal Accounting
Officer)
/s/ Walter W. Fiederowicz June 2, 2002
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Walter W. Fiederowicz Director
/s/ Nicholas A. Gravante, Jr. June 2, 2002
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Nicholas A. Gravante, Jr. Director
/s/ Hugh A. Johnson, Jr. June 2, 2002
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Hugh A. Johnson, Jr. Director
/s/ Dale Kutnick June 2, 2002
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Dale Kutnick Director
/s/ Shannon P. O'Brien June 2, 2002
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Shannon P. O'Brien Director
EXHIBIT INDEX
Exhibit No. Description Method of Filing
----------- ----------- ----------------
5 Opinion of Cleary, Gottlieb, Steen & Hamilton as to Filed herewith
the legality of the securities being registered
10 First Albany Companies Inc. 1999 Long-Term Incentive Incorporated by reference to Exhibit 99(a) to
Plan the Registration Statement on Form S-8, filed
with the Commission on July 31, 2002
23.1 Consent of Cleary, Gottlieb, Steen & Hamilton 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