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

PYXUS INTERNATIONAL, INC.

(Exact name of registrant, as specified in its charter)

 

 

 

Virginia   85-2386250

(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

 

 

PYXUS INTERNATIONAL, INC. 2020 INCENTIVE PLAN

(Full title of the plan)

 

 

William L. O’Quinn, Jr.

Senior Vice President - Chief Legal Officer and Secretary

Pyxus 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

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)

  2,200,000 (1)   $5.00 (2)   $11,000,000 (2)   $1,201

 

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), 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 of the bid and asked price of Common Stock on March 2, 2021, as reported on the OTC Pink marketplace, of $5.00.

 

 

 


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 Pyxus International, Inc., a Virginia corporation (the “Company” or the “Registrant”) relating to 2,200,000 shares of its common stock, without par value per share, issuable pursuant to the Pyxus International, Inc. 2020 Incentive Plan. The Company is the successor issuer to Old Holdco, Inc., a Virginia corporation formerly named “Pyxus International, Inc.”

 

Item 3.

Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this registration statement the following documents filed with the Securities and Exchange Commission (the “Commission”):

 

  (a)

Annual Report on Form 10-K of Old Holdco, Inc. for the fiscal year ended March 31, 2020;

 

  (b)

Quarterly Report on Form 10-Q of Old Holdco, Inc. for the fiscal quarter ended June 30, 2020;

 

  (c)

Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2020;

 

  (d)

Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended December 31, 2020;

 

  (e)

Current Reports on Form 8-K of Old Holdco, Inc. filed on April  23, 2020, June  15, 2020, June 19, 2020, August  17, 2020, and August 24, 2020;

 

  (f)

Current Report on Form 8-K12G3 of the Company filed on August 24, 2020;

 

  (g)

Current Reports on Form 8-K of the Company filed on September  14, 2020, October  13, 2020, November  20, 2020 and January 21, 2021; and

 

  (h)

The description of the Company’s common stock, without par value, contained in the Current Report on Form 8-K12G3 of the Company filed on August 24, 2020.

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 “Exchange 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 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    Pyxus International, Inc. 2020 Incentive Plan, incorporated by reference to Exhibit  10.1 of the Registrant’s Current Report on Form 8-K filed on November 20, 2020 (SEC File No. 001-13684)
4.2    Amended and Restated Articles of Incorporation of Pyxus International, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (SEC File No. 001-13684)
4.3    Amended and Restated Bylaws of Pyxus International, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K12G3 filed on August 24, 2020 (SEC File No. 001-13684)
4.4    Shareholders Agreement dated as of August  24, 2020 among Pyxus International, Inc. and the Investors (as defined therein), incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K12G3 filed on August  24, 2020 (SEC File No. 001-13684)
4.5    First Amendment to Shareholders Agreement dated as of September  14, 2020 among Pyxus International, Inc., Glendon Capital Management LP on behalf of its Affiliates that hold common shares of Pyxus International, Inc., and Monarch Alternative Capital LP, on behalf of its Affiliates that hold common shares of Pyxus International, Inc., incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2020 (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    Powers of Attorney


Item 9.

Undertakings.

 

  (a)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being 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 this 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 this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 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 this Registration Statement.

(b) 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.

(c) 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.

(d) 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 Section 15(d) of the Exchange Act that is incorporated by reference in this 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.

(e) 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 foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the 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.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 March 5, 2021.

 

PYXUS 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, Chairman of the Board and Director (Principal Executive Officer)    March 5, 2021

/s/ Joel L. Thomas

Joel L. Thomas

   Executive Vice President and Chief Financial Officer (Principal Financial Officer)    March 5, 2021

/s/ Philip C. Garofolo

Philip C. Garofolo

   Vice President-Controller (Principal Accounting Officer)    March 5, 2021

/s/ Patrick B. Fallon

Patrick B. Fallon*

   Director    March 5, 2021

/s/ Robert D. George

Robert D. George*

   Director    March 5, 2021

/s/ Carl L. Hausmann

Carl L. Hausmann*

   Director    March 5, 2021

/s/ Holly Kim

Holly Kim*

   Director    March 5, 2021

/s/ Cynthia P. Moehring

Cynthia P. Moehring*

   Director    March 5, 2021

/s/ Richard Topping

Richard Topping*

   Director    March 5, 2021

 

*     By:  

/s/ Joel L. Thomas

 

(Joel L. Thomas, Attorney-in-Fact)

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