Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 14 2018 - 7:54AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 14, 2018
Registration
No. 333-218122
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-218122
UNDER
THE SECURITIES ACT OF 1933
ALBANY INTERNATIONAL CORP.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
(State of Incorporation)
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14-0462060
(I.R.S. Employer Identification No.)
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216 Airport Drive
Rochester, NH 03867
(603) 330-5850
(Address of Registrant’s Principal Executive
Offices)
ALBANY INTERNATIONAL CORP.
Directors’ Annual Retainer Plan
(Full Title of the Plan)
Charles J. Silva, Jr.
Albany International Corp.
216 Airport Drive
Rochester, New Hampshire 03867
(518) 445-2200
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth
company
o
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
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EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to
the Registration Statement No. 333-218122 (the “Post-Effective Amendment”) is to reflect the amendment and restatement
of the Registrant’s current Directors’ Annual Retainer Plan. No additional securities are being registered.
On May 19, 2017, Albany International Corp., a Delaware
corporation (the “Company”), filed a Registration Statement on Form S-8 (Registration No. 333-218122) registering 100,000
shares of the Company’s Class A Common Stock, par value $.001 per share (the “Common Stock”), for issuance in
accordance with the terms of the Company’s Directors’ Annual Retainer Plan (the “Current Plan”).
On February 23, 2018, the Company’s Board of Directors
approved a new Directors’ Annual Retainer Plan (the “New Plan”), effectively amending and restating the Current
Plan. Under the New Plan, the stock portion of the Director’s Annual Retainer was increased from $70,000 to $90,000, and
the period during which shares of Common Stock may be granted was extended by approximately two years.
The New Plan replaces and supersedes the Current Plan,
from which no new shares will be paid.
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Item 8.
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Exhibits
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The following exhibits
are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
Exhibit No.
Description
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10(o)(iv)
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Directors’ Annual Retainer Plan, incorporated by reference to Exhibit B to Registrant’s
2018 Notice of Annual Meeting and Proxy Statement filed with the Securities and Exchange Commission on March 29, 2018.
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24
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Power of Attorney dated as of May 19, 2017, incorporated by reference to the Power of Attorney
included in the original Registration Statement dated May 17, 2017 being amended hereby.
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SIGNATURES
Pursuant to the requirements of the
Securities Act, the Corporation 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Portsmouth, State of New Hampshire, on this 11th day of May, 2018.
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ALBANY INTERNATIONAL CORP.
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By:
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/s/ John B. Cozzolino
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Name
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John B. Cozzolino
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Title:
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Chief Financial Officer and Treasurer
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Pursuant to the requirements of the Securities
Act, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates
indicated:
Title
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Signature
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Date
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Chairman of the Board and Director
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*
Erland E. Kailbourne
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May 11, 2018
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President and Director
(Principal Executive Officer)
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/s/Olivier M. Jarrault
Olivier M. Jarrault
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May 11, 2018
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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*
John B. Cozzolino
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May 11, 2018
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Vice President--Controller
(Principal Accounting Officer)
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*
David M. Pawlick
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May 11, 2018
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Director
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*
John R. Scannell
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May 11, 2018
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Director
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John F. Cassidy, Jr.
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May 11, 2018
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Director
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*
Katharine L. Plourde
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May 11, 2018
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Director
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*
Edgar G. Hotard
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May 11, 2018
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Director
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*
A. William Higgins
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May 11, 2018
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Director
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*
Kenneth W. Krueger
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May 11, 2018
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Director
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Christine L. Standish
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May 11, 2018
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*Executed pursuant to a Power
of Attorney filed as part of the Registration Statement on May 19, 2017, and incorporated by reference herein.
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