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)

 

 

William L. O’Quinn, 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

 

 

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

 

 

(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 Corporation’s 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 Corporation’s approved 1-for-10 reverse stock split of its common stock became effective. As a result, every 10 shares of the Corporation’s common stock outstanding were combined into one share of the Corporation’s common stock, reducing the number of outstanding shares of the Corporation’s common stock at June 26, 2015 from approximately 88.6 million shares to approximately 8.9 million shares. This change did not affect any shareholder’s 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 Corporation’s 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
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 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

 

LOGO

 

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 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 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 Company’s 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 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 O’Quinn, Jr. 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 12th day of August, 2015.

 

/s/ Martin R. Wade III

Martin R. Wade III