-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7VhN1Topb3IMuEfb1n1NjK+V8A0UYS4hTILQjRA+LomL2UuK78AHQO3A9Do6tPO en56KgBkNk3DC39dudP/Rw== 0000905148-07-007076.txt : 20071205 0000905148-07-007076.hdr.sgml : 20071205 20071205164222 ACCESSION NUMBER: 0000905148-07-007076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071204 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071205 DATE AS OF CHANGE: 20071205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ALBANY COMPANIES INC CENTRAL INDEX KEY: 0000782842 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 222655804 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14140 FILM NUMBER: 071287099 BUSINESS ADDRESS: STREET 1: 677 BROADWAY CITY: ALBANY STATE: NY ZIP: 12207-2990 BUSINESS PHONE: 518-447-8673 MAIL ADDRESS: STREET 1: 677 BROADWAY CITY: ALBANY STATE: NY ZIP: 12207-2990 8-K 1 efc7-2658_8k.htm 8-K efc7-2658_8k.htm
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) December 4, 2007
___________

FIRST ALBANY COMPANIES INC.
(Exact name of registrant as specified in its charter)
___________

New York
(State or other jurisdiction of incorporation)

0-14140
(Commission File Number)

22-2655804
(IRS Employer Identification No.)

One Penn Plaza
New York, New York
(Address of Principal Executive Offices)

10119
(Zip Code)

(212) 273-7100
(Registrant’s telephone number, including area code)

Not Applicable
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 4, 2007, Wade Nesmith was elected to the Board of Directors of First Albany Companies Inc. (the “Company”). The Board of Directors determined that Mr. Nesmith is an “independent director” as defined in the NASDAQ Stock Market listing standards, and is independent within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934 and the Company’s Corporate Governance Guidelines. Mr. Nesmith will also be a member of the Audit Committee.
 
Mr. Nesmith is a businessman and lawyer focused on board work and corporate governance matters. He is associate counsel with Lang Michener LLP, a law firm, where his practice is restricted to advising boards of directors in relation to governance and restructuring issues. He serves as the Lead Director of Silver Wheaton Corp. (NYSE/TSX), Chairman of Selwyn Resources Ltd. (TSX-V) and is a director of Polymer Group, Inc., Geovic Mining Corp., and Parran Capital Inc.  Mr. Nesmith received his law degree from Osgoode Hall Law School in 1977 and practiced with the Attorneys Generals offices in Ontario and Alberta before joining the British Columbia Securities Commission in 1987. He was Executive Director (formerly Superintendent of Brokers) of the Commission from 1989–1992 and prior to that served as the Commission Director of Enforcement. He has been a director of a number of other public and private companies, and was one of the founding directors of Westport Innovations Inc. (TSX).

Mr. Nesmith replaces Carl P. Carlucci, Ph. D, who resigned from the Board effective December 4, 2007 in accordance with the terms of the previously announced $50 million equity investment in the Company by an affiliate of MatlinPatterson Global Opportunities Partners II, L.P. (See the Company’s Current Report filed on Form 8-K with the SEC on May 15, 2007.). Dr. Carlucci was a member of the Audit Committee at the time of his resignation.

A copy of the press release is furnished with this Form 8-K as exhibit 99.1.

 
 Item 9.01. Financial Statements and Exhibits.
 

(d)           Exhibits
 
Exhibit
Number
Description
   
99.1
Press Release of First Albany Companies Inc. dated December 5, 2007.

 
 
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  FIRST ALBANY COMPANIES INC.  
       
 
By:
/s/ C. Brian Coad   
    C. Brian Coad  
    Chief Financial Officer  
       
 
Dated: December 5, 2007
 
 
 
 
 
 
 
 
 
 
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EX-99.1 2 efc7-2658_ex991.htm EXHIBIT 99.1 efc7-2658_ex991.htm
Exhibit 99.1
 
FIRST ALBANY COMPANIES, TO BE RENAMED BROADPOINT, ANNOUNCES WADE NESMITH JOINS BOARD OF DIRECTORS

NEW YORK, NY, December 5, 2007 - First Albany Companies Inc. (NASDAQ: BPSG), to be renamed Broadpoint Securities Group, Inc., today announced that Wade Nesmith has been elected to the Company’s Board of Directors.  The Board determined that Mr. Nesmith is an independent director as defined in the listing standards of the NASDAQ Stock Market.  Mr. Nesmith was also appointed to serve as an independent member of the Board’s Audit Committee.

Mr. Nesmith was unanimously elected by the Board to fill the vacancy left by the resignation of Carl P. Carlucci, Ph.D., who announced his resignation from the Board in accordance with the terms of the previously announced $50 million equity investment in the Company by an affiliate of MatlinPatterson Global Opportunities Partners II, L.P.

Mr. Nesmith is a businessman and lawyer focused on board work and corporate governance matters.  He is associate counsel with Lang Michener LLP, a law firm, where his practice is restricted to advising boards of directors in relation to governance and restructuring issues.  He serves as the Lead Director of Silver Wheaton Corp. (NYSE/TSX), Chairman of Selwyn Resources Ltd. (TSX-V) and is a director of Polymer Group, Inc., Geovic Mining Corp., and Parran Capital Inc.  Mr. Nesmith received his law degree from Osgoode Hall Law School in 1977 and practiced with the Attorneys General's offices in Ontario and Alberta before joining the British Columbia Securities Commission in 1987.  He was Executive Director (formerly Superintendent of Brokers) of the Commission from 1989–1992 and prior to that served as the Commission Director of Enforcement.  He has been a director of a number of other public and private companies, and was one of the founding directors of Westport Innovations Inc. (TSX).

Lee Fensterstock, Chairman and Chief Executive Officer of the Company, stated, “We are very excited to have Wade join our board, bringing his extensive experience as a public company director as well as his significant regulatory expertise.  We look forward to his many contributions.”

About the Company
First Albany Companies Inc., to be renamed Broadpoint Securities Group, Inc., is an independent investment bank that serves the institutional market and the growing corporate middle market by providing clients with strategic, research-based investment opportunities, as well as advisory and financing services. The Company offers a diverse range of products through its Equities division, as well as through Broadpoint Descap, a division of Broadpoint Securities, Inc., its MBS/ABS trading subsidiary, and FA Technology Ventures Inc., its venture capital division.

Forward-Looking Statements
This press release contains “forward-looking statements.” These statements are not historical facts but instead represent the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. The Company’s forward-looking statements are subject to various risks and uncertainties, including the conditions of the securities markets, generally, and acceptance of the Company’s services within those markets
 

 
 
and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in its forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to update any of its forward-looking statements.

Contact
C. Brian Coad
Chief Financial Officer
First Albany Companies Inc.
212.273.7120

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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