Form S-8 Andersons, Inc.

May 18, 2022 1:25 PM EDT

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As filed with the Securities and Exchange Commission on May 18, 2022
Registration No. 333-   
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
______________________
THE ANDERSONS, INC.
(Exact name of registrant as specified in its charter)
______________________
Ohio
(State or other jurisdiction of
incorporation or organization)
 
34-1562374
(I.R.S. Employer
Identification Number)
   
1947 Briarfield Boulevard, Maumee, Ohio
(Address of Principal Executive Offices)
 
43537
(Zip Code)
______________________
The Andersons, Inc. Amended and Restated 2019 Long-term Incentive Compensation Plan
(Full title of the plan)
______________________
Christine M. Castellano
Executive Vice President, General Counsel & Corporate Secretary
The Andersons, Inc.
1947 Briarfield Boulevard
Maumee, Ohio 43537
(419) 893-5050
(Name, address and 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, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filerýAccelerated filer
Non-accelerated filer(Do not check if a smaller reporting company)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 7(a)(2)(B) of the Securities Act. ☐
______________________

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) of The Andersons, Inc. (the “Company” or the “Registrant”) is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, to register 4,715,000 additional common shares, no par value (the “Common Shares”), under the Amended and Restated 2019 Long-term Incentive Compensation Plan (the “Plan”). This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 20, 2019 (Registration No. 333-233862).
 



PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company under the Securities and Exchange Act of 1934, as amended are incorporated herein by reference to this Registration Statement.

(a)the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on February 24, 2022, which contains the Company's audited financial statements for the latest fiscal year for which such statements have been filed;
(b)the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 5, 2022;
(c)the Company's Current Reports on Form 8-K, filed with the Commission on February 28, 2022, March 8, 2022, March 10, 2022, April 1, 2022 and May 6, 2022;
(d)The description of the Company’s Common Shares contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on February 24, 2022, including any amendments or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed (but not "furnished") by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.
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 herein or in any other subsequently filed document which also is incorporated or 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.


Item 8. Exhibits





SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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 Maumee, State of Ohio, on May 18, 2022.
THE ANDERSONS, INC.
By: /s/ Patrick E. Bowe
Name:Patrick E. Bowe
Title:Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and as of the date indicated.
SignatureTitleDateSignatureTitleDate
/s/ Patrick E. BoweChief Executive Officer 5/18/2022/s/ Stephen F. DowdleDirector5/18/2022
Patrick E. Bowe(Principal Executive Officer)Stephen F. Dowdle
/s/ Brian A. ValentineExecutive Vice President and Chief Financial Officer5/18/2022/s/ Pamela S. HershbergerDirector5/18/2022
Brian A. Valentine(Principal Financial Officer)Pamela S. Hershberger
/s/ Michael T. HoelterVice President, Corporate Controller & Investor Relations5/18/2022/s/ Catherine M. KilbaneDirector5/18/2022
Michael T. Hoelter(Principal Accounting Officer)Catherine M. Kilbane
/s/ Michael J. Anderson, Sr.Chairman5/18/2022/s/ Robert J. King, Jr.Director5/18/2022
Michael J. Anderson, Sr.Robert J. King, Jr.
/s/ Gerard M. AndersonDirector5/18/2022/s/ Ross W. ManireDirector5/18/2022
Gerard M. AndersonRoss W. Manire
/s/ Gary A. DouglasDirector5/18/2022/s/ John T. Stout, Jr.Director5/18/2022
Gary A. DouglasJohn T. Stout, Jr.


Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)

The Andersons, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity
Class
Title
Fee
Calculation
Rule
Amount
Registered (1)
Proposed
Maximum
Offering
Price Per
Unit (2)
Maximum
Aggregate
Offering
Price (2)
Fee
Rate
Amount of
Registration Fee
EquityCommon SharesOther
4,715,000 (1)
$38.62$182,093,300$0.0000927$16,880.05
Total Offering Amounts$182,093,300$16,880.05
Total Fee Offsets
Net Fee Due$16,880.05

(1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)   Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act. The amount of the registration fee is based on a price of $38.62 per Common Share, which is the average of the high and low prices of the registrant’s Common Shares as reported by the Nasdaq Global Select Market on May 17, 2022.

Exhibit 5.1
bakerhostetlera.jpg

May 18, 2022


The Andersons, Inc.
1947 Briarfield Boulevard
Maumee, Ohio 43537

Ladies and Gentlemen:

We have acted as counsel to The Andersons, Inc., an Ohio corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”). The Registration Statement relates to registration under the Act by the Company of 4,715,000 common shares (the “Shares”) of the Company to be offered and sold pursuant to the Company’s Amended and Restated 2019 Long-Term Incentive Compensation Plan (the “Plan”).

We have examined such documents and such matters of fact and law as we deem necessary to render the opinions contained herein. In our examination, we have assumed, but have not independently verified, the genuineness of all signatures, the conformity to original documents of all documents submitted to us as certified, facsimile or other copies, and the authenticity of all such documents. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares to be issued by the Company under the Plan, when issued and sold in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the General Corporation Law of the State of Ohio and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.


Very truly yours,

Baker & Hostetler LLP




Exhibit 23.1
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 dated February 24, 2022 relating to the financial statements of The Andersons, Inc. and the effectiveness of The Andersons, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Andersons, Inc. for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Cleveland, Ohio
May 18, 2022



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