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) April 6, 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))
Item 1.01 Entry into a Material Definitive Agreement
On April 11, 2006, the Registrant entered into Indemnification Agreements with
each of its Directors. The Indemnification Agreements set forth the scope of
indemnification, the procedures for seeking indemnification and the methods for
determining entitlement to indemnification. A copy of the Form of
Indemnification Agreement, as previously approved by the Registrant's Board of
Directors, is being filed with this report as Exhibit 10(t).
Item 5.03 Amendments to Articles of Incorporation or ByLaws; Change in Fiscal
Year
On April 6, 2006, the Board of Directors of the Registrant amended the
Registrant's By Laws as they relate to indemnification agreements. The amendment
revises Article IV, Section 6 so as to clarify the Registrant's authority to
enter into indemnification agreements with any person whom the corporation has
the power to indemnify under applicable law. As amended, the By Laws authorize
indemnification agreements as may contain such provisions as the Board of
Directors may approve and as are not prohibited by law. A copy of the amended By
Laws is being filed as Exhibit 3(b).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being furnished herewith:
3(b) By Laws of Registrant
10(t) Form of Indemnification Agreement
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: April 12, 2006
EXHIBIT INDEX
Exhibit No. Description
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3(b) By Laws of Registrant
10(t) Form of Indemnification Agreement