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: March 3, 2004
(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)
Item 10. Amendment to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
In November, 1997, the Registrant entered into various commercial agreements
with Spectra Systems Corporation ("Spectra"). At the same time, the Registrant
purchased 1,777,778 shares of Series C Preferred Stock at $2.25 per share. In
March, 2000, Michael C. Nahl, the Registrant's Chief Financial Officer,
purchased 50,000 shares of Series D Preferred Stock, and warrants to purchase
210,000 additional shares of the Series D Preferred Stock, for an aggregate
purchase price of $250,000. Mr. Nahl's purchase was made with the knowledge and
consent of the Registrant's Chief Executive Officer and on the condition that,
subsequent to the purchase, he would not represent the Registrant in any
dealings with Spectra. In May, 2000, the Registrant amended its Business Ethics
Policy to provide that employees should not, thereafter, acquire an interest in
any entity with which the Registrant has a substantial business relationship and
should notify the Company of any such existing investment. Mr. Nahl gave notice
of his existing investment in the Spectra shares and warrants. In March, 2003,
Mr. Nahl signed the Registrant's Code of Ethics, which had recently been adopted
by the Audit Committee and which includes a provision obligating him to avoid
"conflicts of interest".
Spectra has offered to all holders of its warrants the right to exercise the
warrants at prices substantially below the exercise price provided for in the
warrants. Mr. Nahl has notified the Audit Committee of his present intention to
exercise his warrants. Since the Spectra shares and warrants were purchased by
Mr. Nahl at a time when the acquisition was not prohibited by the Registrant's
Business Ethics Policy, and prior to the adoption of the Registrant's Code of
Ethics, and since the purchase price paid included the value of the warrants,
the Audit Committee has determined that it would be unfair to interpret the
Registrant's Business Ethics Policy or Code of Ethics in such manner as to
prohibit the exercise of the Spectra warrants. The Audit Committee does not
consider this determination to constitute a waiver or amendment of the
provisions of the Registrant's Business Ethics Policy or Code of Ethics.
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: March 9, 2004