Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
Registrants telephone number, including area code: (919) 379-4300
AMENDED AND RESTATED ALLIANCE ONE INTERNATIONAL, INC. 2007 INCENTIVE PLAN
(Full title of the plan)
William L. OQuinn, Jr.
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
|
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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) |
560,000(1) | $21.065(2) | $11,796,400(2) | $1,371 | ||||
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(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 19, 2015 as reported on the New York Stock Exchange. |
INCORPORATION BY REFERENCE
The registration statement registers 560,000 additional shares of common stock of Alliance One International, Inc. (the Corporation), under the Amended and Restated Alliance One International 2007 Incentive Plan (the Plan). Shares for this Plan have previously been registered on Form S-8 (Registration Nos. 333-153021 and 333-161596), 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.
As disclosed in Note 8 to the unaudited interim condensed consolidated financial statements included in the Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, as amended by Amendment No. 1 on Form 10-Q/A filed on August 6, 2015 (collectively, the June 2015 Form 10-Q), after the close of business on June 26, 2015, the Corporations approved 1-for-10 reverse stock split of its common stock became effective. As a result, every 10 shares of the Corporations common stock outstanding were combined into one share of the Corporations common stock, reducing the number of outstanding shares of the Corporations common stock at June 26, 2015 from approximately 88.6 million shares to approximately 8.9 million shares. This change did not affect any shareholders rights. No fractional shares were issued in connection with the reverse stock split. Instead, the Corporation issued one full share of the post-reverse stock split common stock to any shareholder who would have been entitled to receive a fractional share as a result of the reverse stock split. Each common shareholder holds the same percentage of the outstanding common stock immediately following the reverse split as that shareholder did immediately prior to the reverse split, except for minor adjustments due to the additional net share fraction issued as a result of the treatment of fractional shares. Shares available to be issued under the Plan, and the amount and exercise price, if any, of awards outstanding under the Plan, have been appropriately adjusted in accordance with the terms of the Plan to reflect this reverse stock split.
As disclosed in Note 7 to the unaudited interim condensed consolidated financial statements included in the June 2015 Form 10-Q, beginning April 1, 2015, the Corporation has retroactively revised its reportable segments to North America and Other Regions, which revision of reportable segments did not impact consolidated results of operations.
Financial information for periods included in reports incorporated by reference into this registration statement, other than the June 2015 Form 10-Q, have not been recast to reflect the revised reporting segments or reverse stock split as management of the Corporation has concluded that this change in reportable segments and the reverse stock split are not material changes in the Corporations affairs.
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 21, 2015.
ALLIANCE ONE INTERNATIONAL, INC. | ||
By: |
/s/ Joel L. Thomas |
|
Joel L. Thomas | ||
Executive Vice President and 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/ J. Pieter Sikkel J. Pieter Sikkel |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 21, 2015 | ||
/s/ Joel L. Thomas Joel L. Thomas |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
August 21, 2015 | ||
/s/ Nichlas A. Fink Nichlas A. Fink |
Vice President-Controller and Chief Compliance Officer (Principal Accounting Officer) |
August 21, 2015 | ||
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann* |
Director | August 21, 2015 | ||
/s/ Joyce L. Fitzpatrick Joyce L. Fitzpatrick* |
Director | August 21, 2015 | ||
/s/ C. Richard Green, Jr. C. Richard Green, Jr.* |
Director | August 21, 2015 | ||
/s/ Carl L. Hausmann Carl L. Hausmann* |
Director | August 21, 2015 | ||
/s/ Nigel G. Howard Nigel G. Howard* |
Director | August 21, 2015 | ||
/s/ Mark W. Kehaya Mark W. Kehaya* |
Director | August 21, 2015 | ||
/s/ John D. Rice John D. Rice* |
Director | August 21, 2015 | ||
/s/ Norman A. Scher Norman A. Scher* |
Director | August 21, 2015 | ||
/s/ Martin R. Wade III Martin R. Wade III* |
Director | August 21, 2015 |
* | By: |
/s/ Joel L. Thomas |
||
(Joel L. Thomas, Attorney-in-Fact) |
EXHIBIT INDEX
Exhibit
|
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 11, 2011 (SEC File No. 001-3684) | |
4.2 | Amended and Restated Articles of Incorporation of Alliance One International, Inc., as amended, incorporated by reference to Exhibit 3.01 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (SEC File No. 001-3684) | |
4.3 | Amended and Restated Bylaws of Alliance One International, Inc. incorporated by reference to Exhibit 3.2 to Alliance One International, Inc.s Current Report on Form 8-K, filed June 29, 2015 (SEC File No. 001-13684) | |
4.4 | Form of certificate of common stock of Alliance One International, Inc., incorporated by reference to Exhibit 4.1 to Alliance One International, Inc.s Current Report on Form 8-K, filed June 29, 2015 (SEC File No. 001-13684) | |
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 Jeffrey A. Eckmann | |
24.2 | Power of Attorney of Joyce L. Fitzpatrick | |
24.3 | Power of Attorney of C. Richard Green, Jr. | |
24.4 | Power of Attorney of Carl L. Hausmann | |
24.5 | Power of Attorney of Nigel G. Howard | |
24.6 | Power of Attorney of Mark W. Kehaya | |
24.7 | Power of Attorney of John D. Rice | |
24.8 | Power of Attorney of Norman A. Scher | |
24.9 | Power of Attorney of Martin R. Wade III |
Exhibit 5
August 21, 2015
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 560,000 shares of the Corporations 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 awards under the Plan.
We have examined the Plan, the Amended and Restated Articles of Incorporation, as amended, of the Corporation listed as an exhibit to the Registration Statement (the Charter ), the 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.
Robinson Bradshaw & Hinson, P.A. 101 North Tryon Street, Suite 1900 n Charlotte, NC 28246 n 704.377.2536
Alliance One International, Inc.
August 21, 2015
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 ).
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.
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 dated June 8, 2015, relating to the consolidated financial statements and consolidated financial statement schedule of Alliance One International, Inc. and subsidiaries (the Company), and the effectiveness of the Companys internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2015.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
August 21, 2015
Exhibit 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Jeffrey A. Eckmann |
Jeffrey A. Eckmann |
Exhibit 24.2
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Joyce L. Fitzpatrick |
Joyce L. Fitzpatrick |
Exhibit 24.3
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ C. Richard Green, Jr. |
C. Richard Green, Jr. |
Exhibit 24.4
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Carl L. Hausmann |
Carl L. Hausmann |
Exhibit 24.5
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Nigel G. Howard |
Nigel G. Howard |
Exhibit 24.6
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Mark W. Kehaya |
Mark W. Kehaya |
Exhibit 24.7
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ John D. Rice |
John D. Rice |
Exhibit 24.8
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Norman A. Scher |
Norman A. Scher |
Exhibit 24.9
POWER OF ATTORNEY
THE UNDERSIGNED director of Alliance One International, Inc. (the Corporation) hereby appoints Joel L. Thomas, Nichlas A. Fink and William OQuinn, Jr. and each of them singly, as the undersigneds 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 12th day of August, 2015.
/s/ Martin R. Wade III |
Martin R. Wade III |