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) May 12, 2005
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
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
10(r) Employment Agreement, dated as of May 12, 2005, between Albany
International Corp. and Joseph G. Morone
99.1 Summary of Morone Compensation Terms
99.2 Press Release entitled "Albany International Corp. Announces CEO
Successor"
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Item 1.01 Entry into a Material Definitive Agreement
(a) (1) Albany International Corp. (the "Company") and Joseph G. Morone ("Dr.
Morone") entered into an Employment Agreement dated as of May 12, 2005 (the
"Agreement"). A copy of the Agreement is filed with this report as Exhibit 99.1.
(2) The material terms and conditions of Dr. Morone's employment agreement
with the Company, including, without limitation, his duties as an employee of
the Company, obligations, at-will employment, base salary, annual cash bonus,
initial bonus, initial grant of restricted stock units, other employee benefits,
termination and severance, are set forth in the document entitled Summary of
Morone Compensation Terms (the "Summary"), which is filed with this report as
Exhibit 99.2 and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On May 13, 2005, the Company issued a press release entitled "Albany
International Corp. Announces CEO Successor," a copy of which is filed with this
report as Exhibit 99.3. As described in the press release, Dr. Morone will
become President, effective a date from August 1 to September 15 to be specified
by Dr. Morone (the "Effective Date"), and President and Chief Executive Officer
effective January 1, 2006. Frank R. Schmeler will continue to serve as Chairman.
(c) (1) On May 12, 2005, Dr. Morone accepted the offer of the Board of
Directors of the Company to serve as the Company's President, effective as of
the Effective Date, and as President and Chief Executive Officer, effective
January 1, 2006.
(2) Dr. Morone, 51, has been a director of the Company since 1996 and
Chairman of the Governance Committee since its formation in 2003. He has been a
member of the Audit Committee since 1996 and served as Chairman of that
committee from 1997 to 2000. Since 1997, he has served as President of Bentley
College in Waltham, Massachusetts. Prior to joining Bentley, he served as the
Dean of the Lally School of Management and Technology at Rensselaer Polytechnic
Institute, where he also held the Andersen Consulting Professorship of
Management. He currently serves as a director of Transworld Entertainment
Corporation and Chairman of the Board of Trustees of Tufts-New England Medical
Center. Other than the Agreement, there is no arrangement or understanding
between Dr. Morone and any other persons pursuant to which he was selected as an
officer. There are no transactions relating to Dr. Morone required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
(3) The material terms and conditions of Dr. Morone's employment agreement
with the Company, including, without limitation, his duties as an employee of
the Company, obligations, at-will employment, base salary, annual cash bonus,
initial cash bonus, initial grant of restricted stock units, other employee
benefits, termination and severance, are set forth in the Summary, which is
filed with this report as Exhibit 99.2 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
Exhibit 10(r) Employment Agreement, dated as of May 12, 2005, between Albany
International Corp. and Joseph G. Morone (filed herewith)
Exhibit 99.1 Summary of Morone Compensation Terms (filed herewith)
Exhibit 99.2 Press release entitled "Albany International Corp. Announces
CEO Successor"
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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/ Michael C. Nahl
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Name: Michael C. Nahl
Title: Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 17, 2005
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