Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.63M
2: EX-3.01 Articles of Incorporation/Organization or Bylaws HTML 81K
3: EX-4.04 Instrument Defining the Rights of Security Holders HTML 52K
4: EX-10.14 Material Contract HTML 41K
5: EX-21 Subsidiaries List HTML 49K
6: EX-31.01 Certification -- §302 - SOA'02 HTML 43K
7: EX-31.02 Certification -- §302 - SOA'02 HTML 43K
8: EX-32 Certification -- §906 - SOA'02 HTML 40K
15: R1 Cover Page HTML 95K
16: R2 Consolidated Statements of Operations HTML 114K
17: R3 Consolidated Statements of Comprehensive (Loss) HTML 70K
Income
18: R4 Consolidated Balance Sheets HTML 182K
19: R5 Consolidated Balance Sheets (Parenthetical) HTML 45K
20: R6 Consolidated Statements of Stockholders? Equity HTML 122K
21: R7 Consolidated Statements of Cash Flows HTML 176K
22: R8 Basis of Presentation and Summary of Significant HTML 113K
Accounting Policies
23: R9 New Accounting Standards HTML 49K
24: R10 Revenue Recognition HTML 135K
25: R11 Acquisitions HTML 84K
26: R12 Cash, Cash Equivalents, and Restricted Cash HTML 50K
27: R13 Inventories, Net HTML 59K
28: R14 Advances to Suppliers, Net HTML 48K
29: R15 Property, Plant, and Equipment, Net HTML 70K
30: R16 Leases HTML 70K
31: R17 Goodwill and Other Intangible Assets, Net HTML 144K
32: R18 Equity Method Investments HTML 92K
33: R19 Debt Arrangements HTML 141K
34: R20 (Loss) Earnings Per Share HTML 79K
35: R21 Other Comprehensive (Loss) Income HTML 113K
36: R22 Guarantees HTML 48K
37: R23 Stock-Based Compensation HTML 101K
38: R24 Derivative Financial Instruments HTML 41K
39: R25 Income Taxes HTML 191K
40: R26 Pension and Other Postretirement Benefits HTML 514K
41: R27 Segment Information HTML 164K
42: R28 Restructuring and Asset Impairment Charges HTML 97K
43: R29 Related Party Transactions HTML 49K
44: R30 Contingencies and Other Information HTML 49K
45: R31 Variable Interest Entities HTML 47K
46: R32 Securitized Receivables HTML 69K
47: R33 Fair Value Measurements HTML 118K
48: R34 Selected Quarterly Financial Data (Unaudited) HTML 107K
49: R35 Subsequent Events HTML 127K
50: R36 Basis of Presentation and Summary of Significant HTML 168K
Accounting Policies (Policies)
51: R37 Revenue Recognition (Tables) HTML 134K
52: R38 Acquisitions (Tables) HTML 81K
53: R39 Cash, Cash Equivalents, and Restricted Cash HTML 50K
(Tables)
54: R40 Inventories, Net (Tables) HTML 60K
55: R41 Advances to Suppliers, Net (Tables) HTML 48K
56: R42 Property, Plant, and Equipment, Net (Tables) HTML 73K
57: R43 Leases (Tables) HTML 76K
58: R44 Goodwill and Other Intangible Assets, Net (Tables) HTML 145K
59: R45 Equity Method Investments (Tables) HTML 92K
60: R46 Debt Arrangements (Tables) HTML 117K
61: R47 (Loss) Earnings Per Share (Tables) HTML 81K
62: R48 Other Comprehensive (Loss) Income (Tables) HTML 113K
63: R49 Guarantees (Tables) HTML 48K
64: R50 Stock-Based Compensation (Tables) HTML 107K
65: R51 Income Taxes (Tables) HTML 191K
66: R52 Pension and Other Postretirement Benefits (Tables) HTML 535K
67: R53 Segment Information (Tables) HTML 166K
68: R54 Restructuring and Asset Impairment Charges HTML 100K
(Tables)
69: R55 Related Party Transactions (Tables) HTML 47K
70: R56 Variable Interest Entities (Tables) HTML 51K
71: R57 Securitized Receivables (Tables) HTML 56K
72: R58 Fair Value Measurements (Tables) HTML 116K
73: R59 Selected Quarterly Financial Data (Unaudited) HTML 107K
(Tables)
74: R60 Subsequent Events (Tables) HTML 44K
75: R61 Basis of Presentation and Summary of Significant HTML 101K
Accounting Policies - Narrative (Details)
76: R62 New Accounting Standards - Narrative (Details) HTML 46K
77: R63 Revenue Recognition - Revenue Disaggregated by HTML 65K
Product or Service (Details)
78: R64 Revenue Recognition - Activity in the Claims HTML 47K
Allowance (Details)
79: R65 Revenue Recognition - Allowance for Doubtful HTML 51K
Accounts (Details)
80: R66 Revenue Recognition - Narrative (Details) HTML 44K
81: R67 Revenue Recognition - Other Income, Net (Details) HTML 55K
82: R68 Acquisitions - Narrative (Details) HTML 98K
83: R69 Acquisitions - Assets Acquired and Liabilities HTML 79K
Assumed (Details)
84: R70 Acquisitions - Changes in the Company's Ownership HTML 63K
Interest (Details)
85: R71 Cash, Cash Equivalents, and Restricted Cash - HTML 48K
Composition of Restricted Cash (Details)
86: R72 Cash, Cash Equivalents, and Restricted Cash - HTML 50K
Narrative (Details)
87: R73 Inventories, Net - Summary (Details) HTML 48K
88: R74 Inventories, Net - Write-Downs (Details) HTML 45K
89: R75 Advances to Suppliers, Net - Narrative (Details) HTML 44K
90: R76 Advances to Suppliers, Net - Summary (Details) HTML 46K
91: R77 Property, Plant, and Equipment, Net - Summary HTML 53K
(Details)
92: R78 Property, Plant, and Equipment, Net - Depreciation HTML 45K
Expense (Details)
93: R79 Property, Plant, and Equipment, Net - Capitalized HTML 46K
Interest (Details)
94: R80 Leases - Weighted-Average Information of Operating HTML 43K
Lease Obligations (Details)
95: R81 Leases - Lease Costs (Details) HTML 45K
96: R82 Leases - Narrative (Details) HTML 48K
97: R83 Leases - Supplemental Cash Flow Information HTML 43K
(Details)
98: R84 Leases - Maturities of Operating Lease Liabilities HTML 62K
(Details)
99: R85 Leases - Future Minimum Rental Commitments under HTML 56K
Noncancelable Operating Leases (Details)
100: R86 Goodwill and Other Intangible Assets, Net - HTML 109K
Goodwill and Intangible Asset Rollforward
(Details)
101: R87 Goodwill and Other Intangible Assets, Net - HTML 61K
Narrative (Details)
102: R88 Goodwill and Other Intangible Assets, Net - HTML 54K
Impairment Charges to Goodwill (Details)
103: R89 Goodwill and Other Intangible Assets, Net - HTML 78K
Estimated Intangible Asset Amortization Expense
(Details)
104: R90 Equity Method Investments - Summary (Details) HTML 132K
105: R91 Debt Arrangements - Narrative (Details) HTML 152K
106: R92 Debt Arrangements - Summary (Details) HTML 124K
107: R93 (Loss) Earnings Per Share - Summary (Details) HTML 84K
108: R94 (Loss) Earnings Per Share - Antidilutive HTML 50K
Securities excluded from Computation (Details)
109: R95 Other Comprehensive (Loss) Income - Accumulated HTML 123K
Other Comprehensive (Loss) Income (Details)
110: R96 Other Comprehensive (Loss) Income - Components HTML 61K
Reclassified from AOCI to Earnings (Details)
111: R97 Guarantees - Summary (Details) HTML 48K
112: R98 Stock-Based Compensation - Expense (Details) HTML 51K
113: R99 Stock-Based Compensation - Maximum and Remaining HTML 48K
Shares Available for Issuance (Details)
114: R100 Stock-Based Compensation - Narrative (Details) HTML 45K
115: R101 Stock-Based Compensation - Activity in Restricted HTML 58K
Stock (Details)
116: R102 Stock-Based Compensation - Activity in Restricted HTML 63K
Stock Units (Details)
117: R103 Derivative Financial Instruments - Narrative HTML 53K
(Details)
118: R104 Income Taxes - Narrative (Details) HTML 118K
119: R105 Income Taxes - Accounting for Uncertainty in HTML 53K
Income Taxes (Details)
120: R106 Income Taxes - Income Tax Provision (Details) HTML 117K
121: R107 Income Taxes - Deferred Taxes (Details) HTML 80K
122: R108 Income Taxes - Deferred Tax Assets by Current and HTML 47K
Noncurrent (Details)
123: R109 Income Taxes - Changes in Valuation Allowance HTML 53K
(Details)
124: R110 Pension and Other Postretirement Benefits - HTML 57K
Narrative (Details)
125: R111 Pension and Other Postretirement Benefits - HTML 95K
Reconciliation of Benefit Obligations (Details)
126: R112 Pension and Other Postretirement Benefits - Net HTML 58K
Funded Status (Details)
127: R113 Pension and Other Postretirement Benefits - HTML 53K
Pension Obligations for all Defined Benefit
Pension Plans (Details)
128: R114 Pension and Other Postretirement Benefits - Net HTML 74K
Periodic Pension Costs (Details)
129: R115 Pension and Other Postretirement Benefits - HTML 77K
Amounts Showing in Other Comprehensive Income
(Details)
130: R116 Pension and Other Postretirement Benefits - HTML 60K
Weighted-Average Assumptions (Details)
131: R117 Pension and Other Postretirement Benefits - Plan HTML 65K
Assets (Details)
132: R118 Pension and Other Postretirement Benefits - Fair HTML 92K
Value of Plan Assets (Details)
133: R119 Pension and Other Postretirement Benefits - Plan HTML 51K
Asset Redemptions (Details)
134: R120 Pension and Other Postretirement Benefits - HTML 134K
Postretirement Health and Life Insurance Benefits
(Details)
135: R121 Pension and Other Postretirement Benefits - Cash HTML 63K
Flows (Details)
136: R122 Segment Information - Analysis of Segment HTML 92K
Information (Details)
137: R123 Segment Information - Geographical Locations HTML 85K
(Details)
138: R124 Restructuring and Asset Impairment Charges - HTML 56K
Summary (Details)
139: R125 Restructuring and Asset Impairment Charges - HTML 54K
Employee Separation and Other Cash Charges
(Details)
140: R126 Restructuring and Asset Impairment Charges - HTML 47K
Non-Cash Charges (Details)
141: R127 Related Party Transactions - Summary (Details) HTML 43K
142: R128 Contingencies and Other Information - Narrative HTML 62K
(Details)
143: R129 Variable Interest Entities (Details) HTML 49K
144: R130 Securitized Receivables - Summary (Details) HTML 71K
145: R131 Fair Value Measurements - Assets and Liabilities HTML 62K
Measured at Fair Value on a Recurring Basis
(Details)
146: R132 Fair Value Measurements - Narrative (Details) HTML 61K
147: R133 Fair Value Measurements - Fair Value Measured on HTML 55K
Recurring Basis - Level 3 (Details)
148: R134 Fair Value Measurements - Information about Fair HTML 64K
Value Measurements using Significant Unobservable
Inputs (Details)
149: R135 Selected Quarterly Financial Data (Unaudited) HTML 92K
(Details)
150: R136 Subsequent Events - Narrative (Details) HTML 296K
151: R137 Subsequent Events - Debt Instrument Redemption HTML 54K
(Details)
153: XML IDEA XML File -- Filing Summary XML 290K
14: XML XBRL Instance -- pyx-20200331_htm XML 7.37M
152: EXCEL IDEA Workbook of Financial Reports XLSX 232K
10: EX-101.CAL XBRL Calculations -- pyx-20200331_cal XML 492K
11: EX-101.DEF XBRL Definitions -- pyx-20200331_def XML 1.53M
12: EX-101.LAB XBRL Labels -- pyx-20200331_lab XML 3.36M
13: EX-101.PRE XBRL Presentations -- pyx-20200331_pre XML 2.19M
9: EX-101.SCH XBRL Schema -- pyx-20200331 XSD 356K
154: JSON XBRL Instance as JSON Data -- MetaLinks 762± 1.14M
155: ZIP XBRL Zipped Folder -- 0000939930-20-000054-xbrl Zip 894K
‘EX-3.01’ — Articles of Incorporation/Organization or Bylaws
The name of the Corporation is Alliance One International, Inc.
ARTICLE
II
The purpose for which the Corporation is formed is to transact any or all lawful business, not required to be specifically stated in these Articles, for which corporations may be incorporated under the Virginia Stock Corporation Act, as amended from time to time (the “VSCA”).
ARTICLE III
The Corporation shall have the authority to issue 250 million shares of Common Stock, without par value, and 10 million shares of Preferred Stock, without par value. The rights, preferences, voting powers and qualifications, limitations and restrictions of the authorized stock shall be as follows:
A.Common Stock
1.
Each share of Common Stock shall be entitled to one vote on all matters submitted to a vote at any meeting of shareholders.
2. Except as otherwise required by the VSCA or the Board of Directors acting pursuant to Section 13.1-707 of the VSCA:
(a) Any corporate action, except the election of directors, an amendment or restatement of these Articles, a merger, a statutory share exchange, the sale or other disposition of all or substantially all the Corporation’s assets otherwise than in the usual and regular course of business, or dissolution shall, for each voting group entitled to vote on the matter, be approved at a meeting at which a quorum of the voting group is present if the votes cast in favor of the action exceed the votes cast against the action;
(b)
Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present; and
(c) An amendment or restatement of these Articles, a merger, a statutory share exchange, the sale or other disposition of all or substantially all the Corporation’s assets other than in the usual and regular course of business, or dissolution shall, for each voting group entitled to vote on the matter, be approved at a meeting by a majority of the votes entitled to be cast by each voting group that is entitled to vote on the matter.
3. Subject to the rights of holders of Preferred Stock and subject to any other provisions of these Articles or any amendment hereto, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property
of the Corporation as may be declared thereon by the Board of Directors from time to time.
B.Preferred Stock
The Board of Directors may determine the preferences, limitations and relative rights, to the extent permitted by the VSCA, of any class of shares of Preferred Stock before the issuance of any shares of that class, or of one or more series within a class before the issuance of any shares of that series. Each class or series shall be appropriately designated by a distinguishing designation prior to the issuance of any shares thereof. The Preferred Stock of all series shall have preferences,
limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of shares of other series of the same class.
Prior to the issuance of any shares of a class or series of Preferred Stock, (1) the Board of Directors shall establish such class or series by adopting a resolution and by filing with the State Corporation Commission of Virginia articles of amendment setting forth the designation and number of shares of the class or series and the relative rights and preferences thereof, and (2) the State Corporation Commission of Virginia shall have issued a certificate of amendment.
ARTICLE IV
No holder of shares of any class of the Corporation shall
have any preemptive or preferential right to purchase or to subscribe to: (A) any shares of any class of the Corporation, whether now or hereafter authorized; (B) any warrants, rights, or options to purchase any such shares; or (C) any securities or obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.
ARTICLE V
Board of Directors
The number of directors shall be set forth in the bylaws of the Corporation, as may be amended from time to time (the “Bylaws”), but in the absence of such a provision in the Bylaws,
the number of directors of the Corporation shall be 13. The Board of Directors of the Corporation shall be divided into three classes, Class I, Class II and Class III, as nearly equal in number as possible. At each annual meeting of shareholders, the successors to the class of directors whose terms then shall expire shall be identified as being of the same class as the directors they succeed and elected to hold office for a term expiring at the third succeeding annual meeting of shareholders. When the number of directors is changed, any newly-created directorships or any decrease in directorships shall be apportioned among the classes by the Board of Directors as to make all classes as nearly equal in number as possible. Unless otherwise provided in the Bylaws of the Corporation, if any director resigns or retires as a member of the Board of Directors of the Corporation or otherwise
becomes unable or unwilling to serve as a director, the remaining directors shall fill such vacancy by appointing a director, and such newly elected director shall hold office for a term expiring at the next annual meeting of the shareholders.
ARTICLE VI
A.Definitions
For purposes of this Article, the following terms shall have the meanings indicated:
(1) “applicant” means the person seeking indemnification pursuant to this Article;
(2) “expenses” includes counsel fees;
(3)
“liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;
(4) “party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding; and
(5) “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
B.Limitation of Liability
In any proceeding brought by a shareholder of the Corporation in the right of the
Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the date hereof, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.
C.Indemnification
The Corporation shall indemnify (1) any person who is, was or is threatened to be made a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that such person is or was a director
or officer of the Corporation, and (2) any director or officer of the Corporation who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by such person in connection with such proceeding except that the Corporation shall make no indemnity against the willful misconduct or knowing violation of the criminal law of any director or officer. A person is considered to be serving an employee benefit plan at the Corporation’s request if such person’s duties to the Corporation also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligations to make any indemnity under this Article and
shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such person in connection with such actions and determinations or proceedings of any kind arising therefrom.
D.Application; Amendment
The provisions of this Article shall be applicable to all proceedings commenced after March 31, 1995 (the initial effective date of Amended and Restated Articles of Incorporation of the Corporation), arising from any act or omission, whether occurring before or after such date. No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior
to such amendment or repeal. Nothing in this Article shall restrict the right or obligation of the Corporation under law or under the Bylaws of the Corporation to provide such other indemnity permissible by law.
E.Termination of Proceeding
The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.
F.Determination
of Availability
The Corporation shall take action to indemnify a person seeking indemnification pursuant to this Article VI unless the Corporation determines, within a reasonable time following such person’s demand upon the Corporation for indemnification, that such person is not entitled to indemnification pursuant to the terms of this Article VI and applicable law. The determination shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(b) if a quorum cannot be obtained under clause (a) of this Article VI(F), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting
solely of two or more directors not at the time parties to the proceeding; or
(c) by special legal counsel
(i) selected by the Board of Directors or its committee in the manner prescribed in clause (a) or (b)
of this Article VI(F),
(ii) if a quorum of the Board of Directors cannot be obtained under clause (a) of this Article VI(F)
and a committee cannot be designated under clause (b) of this Article VI(F), selected by a
majority vote of the full Board of Directors, in which selection directors who are parties may
participate, or
(iii) by
the holders of Common Stock, but shares owned by or voted under the control of directors
who are at the time parties to the proceeding may not be voted on the determination.
Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification, an advance or reimbursement is claimed, other than through successor Directors approved by the Board of Directors, any determination as to such indemnification, advance or reimbursement shall be made by special legal counsel agreed upon by the Board of Directors and the eligible person. If the Board of Directors and the eligible person are unable to agree upon such special legal counsel, the Board of Directors and the eligible person each shall select a nominee, and
the nominees shall select such special legal counsel.
G.Advances
1. Unless a determination has been made pursuant to Article VI(F) that indemnification is not permissible, the Corporation (i) shall make advances and reimbursements for expenses incurred by a director or officer of the Corporation, in any capacity, and (ii) shall, to the extent approved by action of the Board of Directors, make advances and reimbursements for expenses incurred by any person who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in each case in a proceeding upon receipt of:
(a) a written statement of
such director’s or officer’s good faith belief that he has met the standard of conduct described in Article VI(C); and
(b) a written undertaking from such director or officer, executed personally or on his behalf, to repay such advance or reimbursement if it is ultimately determined that such director or officer did not meet such standard of conduct.
2. The undertaking required by Article VI(G)(1)(b) shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director’s or officer’s financial ability to make repayment.
3. Authorizations
of payments under this section shall be made by the persons specified in Article VI(F), except that if the determination is made by special legal counsel, such authorization and evaluations shall be made by those entitled under clause (c) of this Article VI(F) to select counsel.
H.Indemnification of Other
The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in Article VI(C) who was, is or is threatened to be made a party to any proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person was specified as one to whom indemnification is granted in Article VI(C). The provisions of Article VI(D), (E), (F) and (G) shall be applicable to any indemnification provided hereafter pursuant to this Article VI(H).
I.Insurance
The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.
J.Further Indemnity
Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not (1) be exclusive of any other rights to which any
person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article; provided, however, that no person shall be entitled to indemnification from the Corporation to the extent that such person has otherwise been indemnified by another person or entity, including but not limited to indemnification under policies of insurance, or (2) prevent or restrict the power of the Corporation to make or to provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by
letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article or applicable laws of the Commonwealth of Virginia.
K.Severability
Each
provision of this Article shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provisions.
I. The name of the corporation is Alliance One International, Inc. (the “Corporation”).
II. The amendment (the “Amendment”) adopted is as follows:
The Corporation’s Amended and Restated Articles of Incorporation are amended by adding the following provision at the end of Article III(A):
4. As of 11:59 p.m. (Eastern Time) on June 26, 2015 (the “Effective Time”), without further action of any kind on the part of the Corporation or its shareholders, every ten shares of Common Stock outstanding or held by the Corporation in its treasury shall be combined, changed and reclassified into one (1) validly issued, fully paid and non-assessable share of Common Stock, without par value, without any other change in the powers, preferences and rights or qualifications, limitations or restrictions thereof. There shall be no fractional shares
issued as a result of such combination, change and reclassification, and a holder of record of Common Stock at the Effective Time who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive one full share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”) shall at and after the Effective Time confer no right upon the holders thereof other than the right to exchange them for certificates representing that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificates shall have been combined, changed and reclassified, subject to the adjustment for fractional share interests as described above, pursuant to the provisions hereof.
III. The foregoing Amendment was proposed by the Corporation’s Board of Directors, which found
adoption of the Amendment to be in the Corporation’s best interest and directed that the Amendment be submitted to a vote at a meeting of the Corporation’s shareholders on May 27, 2015.
IV. On April 24, 2015, notice of the meeting of the Corporation’s shareholders, accompanied by a copy of this Amendment, was given in the manner provided in the Virginia Stock Corporation Act to each of the Corporation’s shareholders of record.
V. The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment was:
Designation
Number
of Outstanding Shares
Number of Votes Entitled to be Cast
Common Stock, no par value
96,436,220
88,583,099
The total number of votes cast for and against the Amendment, and the number of abstentions, by each voting group entitled to vote separately on the Amendment was:
Voting
Group
Votes “For”
Votes “Against
Abstentions
Common Stock, no par value
51,032,441
28,835,047
399,251
The total number of votes cast for the Amendment by each voting group was sufficient for approval of the Amendments by the voting group.
VI. Pursuant to Section 13.1-606 of the Virginia Stock Corporation Act, this
Amendment shall become effective at 11:59 p.m., Eastern Time, on June 26, 2015.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed by its duly authorized President and Chief Executive Officer as of this 25th day of June, 2015.
I. The
name of the corporation is Alliance One International, Inc. (the “Corporation”).
II. The amendment (the “Amendment”) adopted is as follows:
The Corporation’s Amended and Restated Articles of Incorporation are amended by amending Article I to read as follows:
“The name of the Corporation is Pyxus International, Inc.”
III. The foregoing Amendment was proposed by the Corporation’s Board of Directors, which found adoption of the Amendment to be in the Corporation’s best interest and
directed that the Amendment be submitted to a vote at a meeting of the Corporation’s shareholders on August 16, 2018.
IV. On July 16, 2018, notice of the meeting of the Corporation’s shareholders, accompanied by a copy of this Amendment, was given in the manner provided in the Virginia Stock Corporation Act to each of the Corporation’s shareholders of record.
V. The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the Amendment was:
Designation
Number
of Outstanding Shares
Number of Votes Entitled to be Cast
Common Stock, no par value
9,821,535
9,036,222
The total number of votes cast for and against the Amendment, and the number of abstentions, by each voting group entitled to vote separately on the Amendment was:
Voting
Group
Votes “For”
Votes “Against”
Abstentions
Common Stock, no par value
6,798,968
272,999
26,811
The total number of votes cast for the Amendment by each voting group was sufficient for approval of the Amendments by the voting group.
VI. Pursuant
to Section 13.1-606 of the Virginia Stock Corporation Act, this Amendment shall become effective at 12:01 a.m., Eastern Time, on September 12, 2018.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed by its duly authorized President and Chief Executive Officer as of this 7th day of September, 2018.
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 1, Section 604.1 of the Code of Virginia, states as follows:
I. The name of the corporation is Pyxus International, Inc. (the “Corporation”).
II. Article I of the Corporation’s Amended and Restated Articles of Incorporation is amended and restated in its entirety to read as follows:
“The name of the Corporation is Old Holdco, Inc.”
III. The
Corporation’s Amended and Restated Articles of Incorporation are further amended by including the following as Article VII thereof:
“ARTICLE VII
“The Corporation shall not issue nonvoting equity securities (as such term is defined in Section 101(16) of the United States Bankruptcy Code (“Bankruptcy Code”)) to the extent prohibited by Section 1123(a)(6) of the Bankruptcy Code for so long as such Section 1123(a)(6) is in effect and applicable to the Corporation.”
IV. The foregoing amendments (the “Amendments”) were approved by the order (the “Confirmation Order”) of the U.S. Bankruptcy Court for the District of Delaware
(the “Bankruptcy Court”) dated August 20, 2020 in the cases under Chapter 11 of the U.S. Bankruptcy Code of the Corporation, Alliance One International, LLC, Alliance One North America, LLC, Alliance One Specialty Products, LLC and GSP Properties, LLC being jointly administered under the caption “In re: Pyxus International, Inc., et al., Debtors” (Case No. 20-11570 (LSS)) (the “Chapter 11 Cases”). The Bankruptcy Court had jurisdiction with respect to the Chapter 11 Cases under federal statute. Pursuant to the Confirmation Order, the undersigned individual has been designated by the Bankruptcy Court to file these Articles of Amendment on behalf of the Corporation.
V. Pursuant to Section 13.1-606 of the Virginia Stock Corporation Act, the Amendments shall become effective at 10:59
a.m., Eastern Time, on August 24, 2020.
[Signature Page Follows]
IN WITNESS WHEREOF, pursuant to the Confirmation Order, the undersigned corporation has caused these Articles of Amendment to be executed by its duly authorized President and Chief Executive Officer as of this 21st day of August, 2020.
