U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 30, 2005
(Date of earliest event reported)
ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1373 Broadway, Albany, New York 12204
(518) 445-2200
(Address and telephone number of the registrant's principal executive offices)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Effective November 30, 2005, the Compensation Committee of the Board of
Directors of Albany International Corp. (the "Company") amended the Company's
Restricted Stock Unit Plan (the "RSU Plan"). The purpose of the amendment was to
cancel any previously made valid deferral elections in accordance with the
Notice 2005-1 recently issued by the U.S. Department of Treasury. A copy of this
amendment is furnished as Exhibit 99.1 to this report.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALBANY INTERNATIONAL CORP.
By: /s/ Frank R. Schmeler
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Name: Frank R. Schmeler
Title: Chairman and Chief Executive Officer
Date: December 6, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Amendment No. 1 to the Albany International Corp. 2003
Restricted Stock Unit Plan.
Exhibit 99.1
Amendment No. 1 to the
Albany International Corp. 2003 Restricted Stock Unit Plan
WHEREAS, Albany International Corp. (the "Company") maintains the Albany
International Corp. 2003 Restricted Stock Unit Plan (the "Plan");
WHEREAS, the Board of Directors of the Company has designated authority to
the Compensation Committee (the "Committee") to administer the Plan;
WHEREAS, the Committee has the authority pursuant to Sections 3.2 and 11.8
of the Plan to amend the Plan;
WHEREAS, in light of Section 409A of the Internal Revenue Code of 1986,
the Committee has decided to cancel any valid deferral elections made pursuant
to Section 6.2 of the Plan on or before December 31, 2005 in accordance with Q&A
20 of Notice 2005-1 "Guidance Under ss.409A of the Internal Revenue Code" issued
by the Treasury Department; and
WHEREAS, each Participant who has made such an election has acknowledged
and consented to such amendment;
NOW THEREFORE, the Plan is amended as follows:
1. Effective immediately, the following sentence shall be added to the
end of Section 6.2:
"Notwithstanding the foregoing or anything herein to the contrary, with respect
to all Participants who filed a valid election with the Committee on or before
December 31, 2005 to defer the payment of vested Restricted Units to a date
later than the date set forth in Section 6.1, such election shall be deemed
cancelled as of November 30, 2005 and the Participant shall be deemed to have
elected to receive a distribution pursuant to the Plan as provided in Section
7.3(a)(i), with the selected date certain being November 30, 2005 (the "Date
Certain"), and shall receive a distribution in respect of any Restricted Units
vested as of such Date Certain in accordance with the formula set forth in
Section 7.3(b) on or before December 31, 2005. Any Restricted Units not vested
as of the Date Certain shall vest in accordance with the terms of the Plan and
the applicable Award Agreement and shall otherwise be treated as if such
Restricted Units had never been subject to an elective deferral pursuant to
Section 6.2."