UNITED STATES 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 (State or other jurisdiction of incorporation or organization)		22-2655804 (I.R.S. Employer Identification No.)

677 Broadway Albany, New York		12207
(Address of principal executive offices)		(Zip code)

First Albany Companies Inc. 2007 Incentive Compensation Plan
(Full title of plans)

Peter J. McNierney
President and Chief Executive Officer
First Albany Companies Inc.
677 Broadway
Albany, New York 12207
(Name and address of agent for service)

518-447-8500
(Telephone number, including area code, of agent for service)

Proposed

Proposed maximum

maximum

Amount of

Amount to be

offering price per

aggregate offering

registration

Title of securities to be registered

registered(1)

share(2)

price(2)

fee

Common stock, par value $0.01 per share (including related rights)(3)

13,500,000 shares

$1.53

$

20,587,500.00

$

632.04

 

 

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given in accordance with Rule 428 under the Securities Act of 1933, as amended.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The SEC allows certain information to be “incorporated by reference” into this registration statement. Any statement in a document that First Albany Companies Inc. (the “Company”) has filed with the SEC prior to the date of this registration statement and which is incorporated by reference into this registration statement will be considered to be modified or superseded to the extent a statement contained in this registration statement or any other subsequently filed document that is incorporated by reference into this registration statement modifies or supersedes that statement. The modified or superseded statement will not be considered to be a part of this registration statement, except as modified or superseded.

The Company incorporates by reference into this registration statement the information contained in the documents listed below, which is considered to be a part of this registration statement:

•		The Company’s annual report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 14, 2007 (File no. 000-14140);
•		The Company’s quarterly report on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007, filed with the SEC on May 10, 2007 and August 9, 2007, respectively (File no. 000-14140);
•		The Company’s current reports on Form 8-K, filed with the SEC on January 26, 2007, February 23, 2007, March 6, 2007, March 12, 2007, May 15, 2007, May 18, 2007, June 18, 2007, June 22, 2007, July 31, 2007, August 30, 2007, September 17, 2007, and September 20, 2007 (in each case excluding any portions of those current reports that were furnished to, and not filed with, the SEC) (File no. 000-14140);
•		The description of the Company’s common stock contained in the Company’s registration statement on Form 8-A, filed with the SEC on January 14, 1986, including any amendments or reports filed for the purpose of updating such description (File no. 000-14140);
•		The description of the Company’s preferred stock purchase rights contained in the Company’s registration statement on Form 8-A, filed with the SEC on March 30, 1998, including any amendments or reports filed for the purpose of updating such description (File no. 000-14140); and
•		All documents subsequently filed by the Company with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part thereof from the date of filing of such documents.

You may request a copy of these filings, at no cost, by writing or telephoning the Company at the following address or telephone number:

First Albany Companies Inc.
677 Broadway
Albany, New York 12207-2990
518-447-8500

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

Article 6.07 of the the Company’s Amended and Restated By-Laws permits the indemnification of officers and directors under certain circumstances to the full extent that such indemnification may be permitted by law. Such rights of indemnification are in addition to, and not in limitation of, any rights to indemnification to which any officer or director of the Registrant is entitled under the Business Corporation Law of the State of New York (Sections 721 through 726), which provides for indemnification by a corporation of its officers and directors under certain circumstances as stated in the Business Corporation Law and subject to specified limitations set forth in the Business Corporation Law. The Company has also purchased director and officer liability insurance.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number		Description
4.1(1)		Certificate of Incorporation of First Albany Companies Inc.
4.1a(2)		Amendment to Certificate of Incorporation of First Albany Companies Inc.
4.1b(3)		Amendment to Certificate of Incorporation of First Albany Companies Inc.
4.2(4)		Amended and Restated Bylaws of First Albany Companies
4.3(5)		Specimen Certificate of Common Stock
4.4(6)		First Albany Companies Inc. 2007 Incentive Compensation Plan
5.1(7)		Opinion of Dewey Ballantine LLP, counsel to First Albany Companies Inc. regarding the legality of the common stock being registered
23.1(8)		Consent of PricewaterhouseCoopers LLP, independent auditors
23.2(9)		Consent of Dewey Ballantine LLP
24.1(10)		Power of attorney

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)		To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii)		To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

	(2)		That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)		That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the

underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)		Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)		Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)		The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)		Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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, State of New York, on September 21, 2007.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Peter J. McNierney and Brian Coad, and each of them acting individually, as his or her attorney-in-fact, for him or her in any and all capacities, to sign any amendments (including post-effective amendments) to this registration statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each attorney-in-fact, or his or her substitute, may 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 the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ George C. McNamee		Chairman		September 21, 2007
George C. McNamee
/s/ Peter J. McNierney		Director, President and Chief		September 21, 2007
Peter J. McNierney		Executive Officer (Principal
		Executive Officer)
/s/ Brian Coad		Chief Financial Officer (Principal		September 21, 2007
Brian Coad		Accounting Officer and Principal Financial Officer)
/s/ Alan P. Goldberg		Director		September 21, 2007
Alan P. Goldberg
/s/ Nicholas A. Gravante, Jr.		Director		September 21, 2007
Nicholas A. Gravante, Jr.
/s/ Dale Kutnick		Director		September 21, 2007
Dale Kutnick
/s/ Shannon P. O’Brien		Director		September 21, 2007
Shannon P. O’Brien
/s/ Carl P. Carlucci		Director		September 21, 2007
Carl P. Carlucci