ALLIANCE ONE INTERNATIONAL, INC. (Form: S-8, Received: 08/12/2016 11:31:29)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

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

ALLIANCE ONE INTERNATIONAL, INC. 2016 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):

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)	1,756,498 (1)	$16.945 (2)	$29,763,859 (2)	$2,998

(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 5, 2016 as reported on the New York Stock Exchange.

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

This Registration Statement on Form S-8 is filed by Alliance One International, Inc., a Virginia corporation (the “Company” or the “Registrant”), relating to 1,756,498 shares of its common stock, without par value per share, issuable pursuant to the Alliance One International, Inc. 2016 Incentive Plan.

Item 3.

Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this registration statement the following documents filed with the SEC by the Company:

(a)

Annual Report on Form 10-K for the fiscal year ended March 31, 2016;

(b)

Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016;

(c)

Current Reports on Form 8-K, filed on June 21, 2016, July 1, 2016 and August 12, 2016.

(d)

The description of the Company’s common stock, without par value, contained in the Company’s registration statement on Form S-4/A as filed March 3, 2005.

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.

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, as amended, 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 Number		Description

4.1		Alliance One International, Inc. 2016 Incentive Plan, incorporated by reference to Appendix A to the definitive proxy statement of Alliance One International, Inc. filed on July 15, 2016 (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 Alliance One International, Inc.’s 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 3.1 to Alliance One International, Inc.’s Current Report on Form 8-K, filed June 21, 2016 (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 Martin R. Wade III

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 12, 2016.


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 12, 2016

/s/ Joel L. Thomas Joel L. Thomas	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 12, 2016

/s/ Todd B. Compton Todd B. Compton	Vice President-Controller (Principal Accounting Officer)	August 12, 2016

/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann*	Director	August 12, 2016

/s/ Joyce L. Fitzpatrick Joyce L. Fitzpatrick*	Director	August 12, 2016

/s/ C. Richard Green, Jr. C. Richard Green, Jr.*	Director	August 12, 2016

/s/ Carl L. Hausmann Carl L. Hausmann*	Director	August 12, 2016

/s/ Nigel G. Howard Nigel G. Howard*	Director	August 12, 2016

/s/ Mark W. Kehaya Mark W. Kehaya*	Director	August 12, 2016

/s/ John D. Rice John D. Rice*	Director	August 12, 2016

/s/ Martin R. Wade III Martin R. Wade III*	Director	August 12, 2016


* By:		/s/ Joel L. Thomas
		(Joel L. Thomas, Attorney-in-Fact)

EXHIBIT INDEX


Exhibit Number		Description

4.1		Alliance One International, Inc. 2016 Incentive Plan, incorporated by reference to Appendix A to the definitive proxy statement of Alliance One International, Inc. filed on July 15, 2016 (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 Alliance One International, Inc.’s 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 3.1 to Alliance One International, Inc.’s Current Report on Form 8-K, filed June 21, 2016 (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 Martin R. Wade III


			Exhibit 5

August 12, 2016

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 Alliance One International, Inc. 2016 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 1,756,498 shares of the Corporation’s common stock, no par value (the “ Shares ”), to be issued by the Corporation pursuant to the Alliance One International, Inc. 2016 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. : robinsonbradshaw.com
Charlotte Office : 101 N. Tryon St., Ste. 1900, Charlotte, NC 28246 : 704.377.2536

Alliance One International, Inc.

August 12, 2016

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 report relating to the financial statements and financial statement schedule of Alliance One International, Inc. and subsidiaries (the “Company”) dated July 11, 2016 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the recognition of a gain in connection with the reconsolidation of the Company’s Zimbabwe subsidiary and the adoption of a new accounting standard for classification of deferred taxes), and our report relating to the effectiveness of the Company’s internal control over financial reporting dated July 11, 2016 (which report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses), appearing in the Annual Report on Form 10-K of the Company for the year ended March 31, 2016.

/s/ Deloitte & Touche LLP

Raleigh, North Carolina

August 12, 2016

Exhibit 24.1

POWER OF ATTORNEY

THE UNDERSIGNED director of Alliance One International, Inc. (the “Corporation”) hereby appoints Joel L. Thomas, Todd B. Compton 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 Alliance One International, Inc. 2016 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.