Registration No. 333-             

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LOGO

ALLIANCE ONE INTERNATIONAL, INC.

(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.)

8001 Aerial Center Parkway

Morrisville, North Carolina 27560-8417

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (919) 379-4300

 

 

AMENDED AND RESTATED ALLIANCE ONE INTERNATIONAL, INC. 2007 INCENTIVE PLAN

(Full title of the plan)

 

 

Henry C. Babb

Senior Vice President - Chief Legal Officer and Secretary

Alliance One International, Inc.

8001 Aerial Center Parkway

Morrisville, North Carolina 27560-8417

(Name and address of agent for service)

(919) 379-4300

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 
Title of securities to be registered  

Amount to

be registered

  Proposed maximum
offering price
per unit 		  Proposed maximum
aggregate
offering price 		  Amount of
registration fee

Common stock (no par value)

  3,300,000 (1)   $3.965 (2)   $13,084,500 (2)   $731
 

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also relates to an indeterminate number of additional shares of common stock issuable with respect to the shares registered hereunder in the event of a stock split, stock dividend or other similar transaction.
(2) In accordance with Rule 457(h)(1) of the Securities Act, the price for the shares is computed on the basis of the average high and low prices for the common stock of Alliance One International, Inc. on August 25, 2009 as reported on the New York Stock Exchange.

 

 

 

INCORPORATION BY REFERENCE

The registration statement registers 3,300,000 additional shares of common stock of Alliance One International, Inc. (the “Corporation”), under the Amended and Restated Alliance One International 2007 Incentive Plan. Shares for this Plan have previously been registered on Form S-8 (Registration No. 333-153021), the contents of which are hereby incorporated by reference.

Any statement contained herein or 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 herein or in any other subsequently filed document (which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

EXPLANATORY NOTE

Effective April 1, 2009, the Corporation adopted Statement of Financial Accounting Standards (SFAS) 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 (SFAS 160), as described more fully in Note 1 to the unaudited interim consolidated financial statements included in the Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2009. The adoption of SFAS 160 did not have a material impact on the Corporation’s financial condition, results of operations or cash flows. However, it did impact the presentation and disclosure of noncontrolling (minority) interests in the Corporation’s consolidated financial statements. As a result of the retrospective presentation and disclosure requirements of SFAS 160, the Corporation will be required to reflect the change in presentation and disclosure for all periods presented in future filings.

The principal effect on the prior year balance sheets related to the adoption of SFAS 160 is summarized as follows:

 

     March 31,

Balance Sheets

   2009    2008
   (in thousands)

Equity, as previously reported

   $ 326,661    $ 211,467

Increase for SFAS 160 reclass of non-controlling interest

     4,119      3,623
             

Equity, as adjusted

   $ 330,780    $ 215,090
             

Additionally, the adoption of SFAS 160 had the effect of reclassifying net income attributable to noncontrolling interests in the consolidated statement of operations from income (loss) from continuing operation to a separate line item. SFAS 160 also requires that net income be adjusted to include the net income attributable to the noncontrolling interests, and a new separate caption for net income attributable to Alliance One be presented in the consolidated statement of operations. Thus, after adoption of SFAS 160 net income will increase by $0.679 million, $0.368 million, and $0.653 million for the fiscal years ended March 31, 2009, 2008, and 2007, respectively and net income attributable to Alliance One will be equal to net income as previously reported prior to the adoption of SFAS 160.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe it meets all 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 Morrisville, State of North Carolina, on August 27, 2009.

 

ALLIANCE ONE INTERNATIONAL, INC.
By:  

/s/ Robert A. Sheets

  Robert A. Sheets
  Executive Vice President-Chief Financial Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

 

Date

/s/ Robert E. Harrison

  

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

  August 27, 2009
Robert E. Harrison     

/s/ Robert A. Sheets

  

Executive Vice President-Chief Financial Officer

(Principal Financial Officer)

  August 27, 2009
Robert A. Sheets     

/s/ Hampton R. Poole, Jr.

   Vice President-Controller   August 27, 2009
Hampton R. Poole, Jr.    (Principal Accounting Officer)  

/s/ C. Richard Green, Jr.

   Director   August 27, 2009
C. Richard Green, Jr.*     

/s/ John M. Hines

   Director   August 27, 2009
John M. Hines*     

/s/ Nigel G. Howard

   Director   August 27, 2009
Nigel G. Howard*     

/s/ Mark W. Kehaya

   Director   August 27, 2009
Mark W. Kehaya*     

/s/ Joseph L. Lanier, Jr.

   Director   August 27, 2009
Joseph L. Lanier, Jr.*     

/s/ B. Clyde Preslar

   Director   August 27, 2009
B. Clyde Preslar*     

/s/ Norman A. Scher

   Director   August 27, 2009
Norman A. Scher*     

/s/ William S. Sheridan

   Director   August 27, 2009
William S. Sheridan*     

/s/ Martin R. Wade III

   Director   August 27, 2009

Martin R. Wade III*

    

 

*By:  

/s/ Robert A. Sheets

  (Robert A. Sheets, Attorney-in-Fact)

EXHIBIT INDEX

 

Exhibit
Number

 

Description

  4.1   Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, incorporated by reference to Appendix A to the definitive proxy statement of Alliance One International, Inc. filed on July 10, 2009 (SEC File No. 1-3684)
  4.2   Amended and Restated Articles of Incorporation of Alliance One International, Inc., incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed May 19, 2005 (SEC File No. 1-3684)
  4.3   Fourth Amended and Restated Bylaws of Alliance One International, Inc., incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed June 3, 2008 (SEC File No. 1-3684)
  4.4   Specimen of Common Stock certificate incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8, filed June 3, 2005 (SEC File No. 333-125473)
  5   Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1   Consent of Robinson, Bradshaw & Hinson, P.A. (contained in Exhibit 5)
23.2   Consent of Deloitte & Touche LLP
24.1   Power of Attorney of C. Richard Green, Jr.
24.2   Power of Attorney of John M. Hines
24.3   Power of Attorney of Nigel G. Howard
24.4   Power of Attorney of Mark W. Kehaya
24.5   Power of Attorney of Joseph L. Lanier, Jr.
24.6   Power of Attorney of B. Clyde Preslar
24.7   Power of Attorney of Norman A. Scher
24.8   Power of Attorney of William S. Sheridan
24.9   Power of Attorney of Martin R. Wade III

Exhibit 5

ROBINSON BRADSHAW & HINSON

101 North Tryon Street, Suite 1900

Charlotte, North Carolina 28246

August 27, 2009

Alliance One International, Inc.

8001 Aerial Center Parkway

Morrisville, North Carolina 27560-8417

 

Re: Registration statement on Form S-8 of Alliance One International, Inc. relating to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan

Ladies and Gentlemen:

We have served as counsel to Alliance One International, Inc., a Virginia corporation (the “ Corporation ”), in connection with the preparation by the Corporation of a registration statement on Form S-8 (the “ Registration Statement ”) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the offer and sale of up to 3,300,000 shares of the Corporation’s common stock, no par value (the “ Shares ”), to be issued by the Corporation pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan (the “ Plan ”) and the related options under the Plan.

We have examined the Plan, the Amended and Restated Articles of Incorporation of the Corporation listed as an exhibit to the Registration Statement (the “ Charter ”), the Fourth Amended and Restated Bylaws of the Corporation listed as an exhibit to the Registration Statement (the “ Bylaws ”), and such other corporate and other documents and records and certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion.

We have assumed (i) the authority and genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. We have assumed that the Corporation and those officers and employees who may receive awards under the Plan will have complied with the relevant requirements of the Plan and that all prescribed filings with regulatory authorities, including any stock exchanges having jurisdiction, will be effected in accordance with their respective requirements and that the approvals of such regulatory authorities, including any stock exchanges having jurisdiction, will have been granted prior to the issuance of any of the Shares.

Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares, if and when originally issued and sold by the Corporation pursuant to the terms and conditions of the Plan, and upon payment of the consideration payable therefor pursuant to the Plan, will be legally issued, fully paid and nonassessable and will represent validly authorized and outstanding shares of common stock of the Corporation.

Alliance One International, Inc.

August 27, 2009

Page 2

 

 

The opinions expressed herein are limited to the corporation laws of the Commonwealth of Virginia and the federal laws of the United States, and we express no opinion with respect to the laws of any other state or jurisdiction. Opinions involving matters arising under the laws of Virginia are given by lawyers in our firm who are licensed to practice in Virginia.

The opinions expressed herein are contingent upon the Registration Statement becoming effective under the Securities Act of 1933 (as amended, the “ Act” ) and the Charter and Bylaws not being further amended prior to the issuance of the Shares.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. We disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

 

Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Robinson, Bradshaw & Hinson, P.A.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and consolidated financial statement schedule of Alliance One International, Inc. (whose report expresses an unqualified opinion and includes an explanatory paragraph relating to Alliance One International, Inc.’s adoption of the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109 , as of April 1, 2007, and the adoption of the provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an Amendment of FASB Statements No. 87, 88, 106, and 132(R) , as of March 31, 2007) and the effectiveness of Alliance One International, Inc.’s internal control over financial reporting dated June 5, 2009, appearing in the Annual Report on Form 10-K of Alliance One International, Inc. for the year ended March 31, 2009.

 

/s/ Deloitte & Touche LLP
Raleigh, North Carolina
August 26, 2009

Exhibit 24.1

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 26th day of August, 2009.

 

/s/ C. Richard Green, Jr.

C. Richard Green, Jr.

Exhibit 24.2

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 19th day of August, 2009.

 

/s/ John M. Hines

John M. Hines

Exhibit 24.3

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 19th day of August, 2009.

 

/s/ Nigel G. Howard

Nigel G. Howard

Exhibit 24.4

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 27th day of August, 2009.

 

/s/ Mark W. Kehaya
Mark W. Kehaya

Exhibit 24.5

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 19th day of August, 2009.

 

/s/ Joseph L. Lanier, Jr.

Joseph L. Lanier, Jr.

Exhibit 24.6

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 24th day of August, 2009.

 

/s/ B. Clyde Preslar

B. Clyde Preslar

Exhibit 24.7

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 24th day of August, 2009.

 

/s/ Norman A. Scher

Norman A. Scher

Exhibit 24.8

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 26th day of August, 2009.

 

/s/ William S. Sheridan

William S. Sheridan

Exhibit 24.9

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Robert A. Sheets, Henry C. Babb and William O’Quinn, and each of them singly, as the undersigned’s lawful agent and attorney-in-fact, with full power of substitution and re-substitution, for and on behalf and in the name of the undersigned, to execute and file with the Securities and Exchange Commission registration statements, including amendments, on Form S-8 pursuant to the Securities Act of 1933, as amended (the “Act”), for the purpose of registering shares of common stock of the Corporation and securities and other interests to be issued or purchased pursuant to the Amended and Restated Alliance One International, Inc. 2007 Incentive Plan, with full power and authority to take or cause to be taken all other actions that in the judgment of such appointed person(s) may be necessary or appropriate to effect the registration under the Act of such shares and interests.

EXECUTED on the 21st day of August, 2009.

 

/s/ Martin R. Wade III

Martin R. Wade III