UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 15, 2006
ALBANY INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-16214 14-0462060
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1373 Broadway, Albany, New York 12204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 445-2200
None
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(Former name or former address, if changed since last report.)
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:
|_| 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 240.13a-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2006, the Compensation Committee of the Registrant's Board of
Directors amended the Registrant's Restricted Stock Unit Plan (the "RSU Plan"),
effective September 16, 2006. The purpose of the amendment was to change the
period during which the awards are valued preceding a payment date, to avoid
such valuation taking place during a period following an earnings announcement
when insiders are generally permitted to engage in transactions in the
Registrant's securities. 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/ Charles J. Silva
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Name: Charles J. Silva
Title: Vice President and General Counsel
Date: February 21, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Amendment No. 2 to the Albany International Corp. 2003
Restricted Stock Unit Plan.
Exhibit 99.1
Amendment No. 2 to the
Albany International Corp. 2003 Restricted Stock Unit Plan
In accordance with Section 11.8 which allows the Compensation Committee of
the Company's Board of Directors to amend the Albany International Corp. 2003
Restricted Stock Unit Plan ("Plan") at any time, the Plan is hereby amended,
effective September 1, 2006 to read as follows:
1. The definition of "Share Price" shall be amended to read as follows:
" "Share Price" shall mean, with respect to any Valuation Date or Vesting
Date, the average Fair Market Value over a period of 20 consecutive
Business Days ending on the fifth Business Day preceding such date;
provided that, in the case of a Vesting Date or Valuation Date, if any
portion of such period shall include one or more Business Days falling
within the period of time after an announcement by the Company of
quarterly financial results during which Company insiders are generally
permitted to engage in transactions involving Company securities (an "Open
Window Period"), then such 20-consecutive-Business-Day period shall
instead end on the last Business Day immediately preceding such Open
Window Period."
IN WITNESS WHEREOF, the Committee having so approved, the Company has
caused this Amendment to be duly executed on February 16, 2006, but effective as
of September 1, 2006.
ALBANY INTERNATIONAL CORP.
By: /s/ Charles J. Silva, Jr.
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Its: Vice President- General Counsel
ATTEST:
/s/ Kathleen M. Tyrrell
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