As filed with the Securities and Exchange Commission on October 17, 2008
Registration No. 333-134743
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALBANY INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
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Delaware 14-0462060
(State of incorporation) (I.R.S. Employer Identification
Number)
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1373 Broadway
Albany, New York 12204
(518) 445-2200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Charles J. Silva, Jr., Esq. Copy to:
Vice President, Secretary and David I. Gottlieb, Esq.
General Counsel Cleary Gottlieb Steen & Hamilton LLP
Albany International Corp. One Liberty Plaza
1373 Broadway New York, New York 10006
Albany, New York 12204 (212) 225-2000
(518) 445-2277
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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DEREGISTRATION OF SECURITIES
On June 5, 2006, Albany International Corp. (the "Registrant"), filed a
registration statement on Form S-3, Registration Number 333-134743 (the
"Registration Statement"), with the Securities and Exchange Commission to
register the resale by the selling shareholders named in the Registration
Statement of $180,000,000 aggregate principal amount of the Registrant's 2.25%
Convertible Senior Notes due 2026 (the "Notes") and shares of its Class A common
stock issuable upon conversion of the Notes (the "Common Stock," and together
with the Notes, the "Securities").
The Registrant's obligation to maintain the effectiveness of the
Registration Statement with respect to the Securities has expired. Accordingly,
pursuant to the undertaking of the Registrant contained in the Registration
Statement to remove from registration by means of post-effective amendment any
of the Securities which remain unsold under the Registration Statement, the
Registrant hereby terminates the effectiveness of the Registration Statement and
deregisters all the Securities registered under the Registration Statement that
were not resold thereunder as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities indicated on October 17, 2008.
ALBANY INTERNATIONAL CORP.
By: /s/ Michael C. Nahl
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Michael C. Nahl
Executive Vice President & Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities indicated on the dates indicated.
Signature Capacity Date
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/s/ Joseph G. Morone President, Chief Executive Officer and Director October 17, 2008
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Joseph G. Morone
/s/ Michael C. Nahl Executive Vice President & Chief Financial Officer October 17, 2008
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Michael C. Nahl
/s/ David M. Pawlick Vice President - Controller October 17, 2008
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David M. Pawlick
/s/ John F. Cassidy Director October 13, 2008
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John F. Cassidy
/s/ Paula H.J. Cholmondeley Director October 14, 2008
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Paula H.J. Cholmondeley
/s/ Edgar G. Hotard Director October 14, 2008
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Edgar G. Hotard
/s/ Erland E. Kailbourne Chairman/Director October 16, 2008
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Erland E. Kailbourne
/s/ Juhani Pakkala Director October 17, 2008
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Juhani Pakkala
/s/ Christine L. Standish Director October 16, 2008
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Christine L. Standish
/s/ John C. Standish Vice Chairman/Director October 16, 2008
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John C. Standish
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