As filed with the Securities and Exchange Commission on November 9, 2004

Registration Statement No. 333-                     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DIMON INCORPORATED

(Exact name of registrant as specified in its charter)

 

VIRGINIA   54-1746567
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

512 Bridge Street

Danville, Virginia 24541

(434) 792-7511

(Address of principal executive offices, including zip code)

 

DIMON INCORPORATED

2003 INCENTIVE PLAN

(Full title of the plan)

 

 

James A. Cooley

Senior Vice President and Chief Financial Officer

DIMON Incorporated

512 Bridge Street

Danville, Virginia 24541

(434) 792-7511

(Name, address and telephone number, including area code, of agent for service)

 

With copies to:

 

Thurston R. Moore, Esq.

Randall S. Parks, Esq.

Hunton & Williams LLP

951 East Byrd Street

Richmond, Virginia 23219

(804) 788-8200

(804) 788-8218 (Fax)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities

to be registered

  

Amount to be

registered (1)

  

Proposed

maximum

offering price

per share (2)

  

Proposed

maximum

aggregate

offering price (2)

  

Amount of

registration
fee (2)

Common Stock, no par value per share

   3,109,121 shares    $6.13    $19,058,912    $2,415

 

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, the number of shares of Common Stock registered hereunder includes such indeterminate number of additional shares of Common Stock as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(2) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of $6.13 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on November 5, 2004.

 

1

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.

 

Not required to be filed with the Securities and Exchange Commission (the “Commission”).

 

Item 2. Registrant Information and Employee Plan Annual Information.

 

Not required to be filed with the Commission.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

DIMON Incorporated. (the “Company” or the “Registrant”) hereby incorporates by reference into this registration statement the following documents:

 

  a. The Company’s Annual Report, as amended, on Form 10-K/A for the fiscal year ended March 31, 2004, as filed on August 6, 2004;

 

  b. The Current Report on Form 8-K, as filed June 10, 2004;

 

  c. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as filed August 3, 2004;

 

  d. The Current Reports on Form 8-K, as filed August 3, 2004, October 12, 2004, November 3, 2004, and November 8, 2004, respectively; and

 

  e. The description of the Company’s common stock, without par value, contained in the Company’s registration statement on Form S-1 as filed on May 23, 1996, and any amendment or report filed subsequent thereto for the purpose of updating such description.

 

All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document that is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

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Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The Virginia Stock Corporation Act (the “VSCA”) permits, and the Company’s amended and restated articles of incorporation provide for, the indemnification of the Company’s directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act. Under sections 13.1-697 and 13.1-702 of the VSCA, a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The Company’s amended and restated articles of incorporation require indemnification of directors and officers with respect to certain liabilities and expenses imposed upon them by reason of having been a director or officer, except in the case of willful misconduct or a knowing violation of criminal law. The Company has obtained insurance on behalf of its directors, officers, employees or agents that may cover liabilities under the Securities Act. In addition, the VSCA and the Company’s amended and restated articles of incorporation eliminate the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the VSCA are incorporated into this paragraph by reference.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit No.
  

Description

4.1    Amended and Restated Articles of Incorporation of DIMON Incorporated (incorporated by reference to Appendix VII to DIMON Incorporated’s Joint Proxy Statement filed pursuant to Rule 424(b) in connection with DIMON Incorporated’s Registration Statement on Form S-4 (file 33-89780)).
4.2    Amended and Restated Bylaws, as amended, of DIMON Incorporated effective August 26, 2003 (incorporated by reference to DIMON’s Annual Report on Form 10-K filed on June 10, 2004).
4.3    DIMON Incorporated 2003 Incentive Plan (incorporated by reference to DIMON’s Annual Report on Form 10-K filed on June 10, 2004).
4.4    Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to DIMON Incorporated’s Registration Statement on Form S-4 (file 33-89780)).
4.5    Rights Agreement, dated as of March 31, 1995, between DIMON Incorporated and First Union National Bank of North Carolina, as Rights Agent (incorporated by reference to Exhibit 4 to DIMON Incorporated’s Current Report on Form 8-K, dated April 1, 1995).
5.1    Opinion of Hunton & Williams LLP as to the legality of the securities being registered (filed herewith).
23.1    Consent of Hunton & Williams LLP (included in the opinion filed as Exhibit 5.1).
23.2    Consent of Ernst & Young LLP (filed herewith).
24.1    Powers of Attorney (included on signature page).

 

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Item 9. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are made, a post-effective amendment to this registration statement;

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement;

 

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

4

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Danville, Commonwealth of Virginia, on this 9th day of November, 2004.

 

    DIMON INCORPORATED
By:  

/s/ James A. Cooley

   

James A. Cooley

    Senior Vice President and Chief Financial Officer

 

5

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints James A. Cooley and Thomas G. Reynolds, and each of them (with full power to act alone) as true and lawful attorneys-in-fact, and stead, in any and all capacities, to sign any amendments to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on November 9, 2004.

 

By:   /s/ Brian J. Harker       By:   /s/ Norman A. Scher
    Brian J. Harker           Norman A. Scher
    Chairman of the Board of Directors and Chief Executive Officer           Director
    (Principal Executive Officer)            
By:   /s/ Steven B. Daniels       By:   /s/ Henry F. Frigon
    Steven B. Daniels           Henry F. Frigon
    President and Chief Operating Officer           Director
    (Principal Operating Officer)            
By:   /s/ James A. Cooley       By:   /s/ John M. Hines
    James A. Cooley           John M. Hines
    Senior Vice President-Chief Financial Officer           Director
    (Principal Financial Officer)            
By:   /s/ Thomas G. Reynolds       By:   /s/ R. Stuart Dickson
    Thomas G. Reynolds           R. Stuart Dickson
    Vice President-Controller           Director
    (Principal Accounting Officer)            
By:   /s/ Joseph L. Lanier, Jr.       By:   /s/ Martin R. Wade III
    Joseph L. Lanier, Jr.           Martin R. Wade III
    Director           Director
By:           By:    
    Albert C. Monk III           Hans B. Amell
    Director           Director
By:   /s/ Thomas F. Keller       By:   /s/ C. Richard Green, Jr.
    Thomas F. Keller           C. Richard Green, Jr.
    Director           Director
By:   /s/ James E. Johnson, Jr.       By:   /s/ William R. Slee
    James E. Johnson, Jr.           William R. Slee
    Director           Director

 

6

 

EXHIBIT INDEX

 

Exhibit No.
  

Description

4.1      Amended and Restated Articles of Incorporation of DIMON Incorporated (incorporated by reference to Appendix VII to DIMON Incorporated’s Joint Proxy Statement filed pursuant to Rule 424(b) in connection with DIMON Incorporated’s Registration Statement on Form S-4 (file 33-89780))
4.2      Amended and Restated Bylaws, as amended, of DIMON Incorporated effective August 26, 2003 (incorporated by reference to DIMON’s Annual Report on Form 10-K filed on June 10, 2004).
4.3      DIMON Incorporated 2003 Incentive Plan (incorporated by reference to DIMON’s Annual Report on Form 10-K filed on June 10, 2004).
4.4      Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to DIMON Incorporated’s Registration Statement on Form S-4 (file 33-89780)).
4.5      Rights Agreement, dated as of March 31, 1995, between DIMON Incorporated and First Union National Bank of North Carolina, as Rights Agent (incorporated by reference to Exhibit 4 to DIMON Incorporated’s Current Report on Form 8-K, dated April 1, 1995).
5.1      Opinion of Hunton & Williams LLP as to the legality of the securities being registered (filed herewith).
23.1    Consent of Hunton & Williams LLP (included in the opinion filed as Exhibit 5.1).
23.2    Consent of Ernst & Young LLP (filed herewith).
24.1    Powers of Attorney (included on signature page).

 

7

 

Exhibit 5.1

 

Opinion of Hunton & Williams LLP

 

[Letterhead of Hunton & Williams LLP]

 

November 9, 2004

 

Board of Directors

DIMON Incorporated

512 Bridge Street

Danville, Virginia 24541

 

DIMON Incorporated

Registration Statement on Form S-8 Relating to

DIMON Incorporated 2003 Incentive Plan

 

Gentlemen:

 

We have acted as counsel for DIMON Incorporated., a Virginia corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company on or about November 9, 2004 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to 3,109,121 shares of the Company’s common stock, no par value per share (the “Plan Shares”), issuable pursuant to the DIMON Incorporated 2003 Incentive Plan (the “Plan”), as referenced in the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

 

In rendering this opinion, we have relied upon, among other things, our examination of the Plan and such records of the Company and certificates of its officers and of public officials as we have deemed necessary.

 

Based upon the foregoing, we are of the opinion that:

 

1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia.

 

2. The Plan Shares have been duly authorized and, when issued in accordance with the terms of the Plan will be legally issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We do not undertake to advise you of any changes in the opinions expressed herein based on matters that might hereafter arise or be brought to our attention.

 

Very truly yours,

/s/ Hunton & Williams LLP

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the DIMON Incorporated 2003 Incentive Plan of our reports dated May 27, 2004 (except for Note F, as to which the date is June 9, 2004) with respect to the consolidated financial statements and schedule of DIMON Incorporated included in the Annual Report (Form 10-K/A) for the period ended March 31, 2004 filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Greensboro, North Carolina

November 8, 2004