S-8

As filed with the Securities and Exchange Commission on September 21, 2009

Registration No. 333-               

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

DIEBOLD, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

OHIO	34-0183970
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077
(Address of Principal Executive Offices Including Zip Code)

DIEBOLD, INCORPORATED 1991 EQUITY AND PERFORMANCE INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF APRIL 13, 2009)
(Full Title of the Plan)

Warren W. Dettinger
Vice President and General Counsel
Diebold, Incorporated
5995 Mayfair Road
North Canton, Ohio 44720
(Name and Address of Agent For Service)

(330) 490-4000
(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.

Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

	Amount to be		Proposed Maximum		Proposed Maximum		Amount of Registration
Title of Each Class of Securities to be Registered	Registered (1)(2)		Offering Price Per Share (3)		Aggregate Offering Price (3)		Fee
Common Stock, $1.25 par value per share		4,000,000	$	31.76	$	127,040,000	$	7,088.83

(1)	Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the adjustments upon changes of capitalization provisions of the Plan.
(2)	Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.
(3)	Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs Rule 457(c) and Rule 457(r) under the Securities Act of 1933, on the basis of the average of the high and low sale prices of the registrant’s Common Stock on the New York Stock Exchange on September 14, 2009, within five business days prior to filing.

     The contents of the registration statements on Forms S-8 (Registration Nos. 333-32187 and 333-60578), as filed with the Securities and Exchange Commission on July 28, 1997 and May 10, 2001, respectively, to register shares of common stock, par value $1.25 per share (the “Common Stock”), of Diebold, Incorporated, an Ohio corporation (the “Registrant”), to be issued under the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan (the “Plan”), are hereby incorporated by reference in this Registration Statement. This Registration Statement on Form S-8 is filed for the purpose of registering the sale of an additional 4,000,000 shares of Common Stock under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

     The legality of the Common Stock being offered by this Registration Statement has been passed upon for the Registrant by Mr. Warren W. Dettinger. Mr. Dettinger is the Vice President and General Counsel of the Registrant. As of August 31, 2009, Mr. Dettinger held 30,694 shares of Common Stock and had been granted options to purchase another 113,200 shares of Common Stock.

Item 8. Exhibits

Exhibit Number			Exhibit Description
	4	(a)	Diebold, Incorporated 1991 Equity and Performance Incentive Plan (as Amended and Restated as April 13, 2009) (filed as Exhibit 10.1 to the Registrant’s Current Report of Form 8-K, filed April 29, 2009, and incorporated herein by reference (File No. 001-04879)).
	4	(b)	Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference (File No. 001-04879)).
	4	(c)	Certificate of Amendment by Shareholders to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference (File No. 001-04879)).
	4	(d)	Certificate of Amendment to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference (File No. 001-04879)).
	4	(e)	Code of Regulations of the Registrant (filed as Exhibit 3.1(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and incorporated herein by reference (File No. 001-04879)).
	5		Opinion of Counsel.

Exhibit Number		Exhibit Description
	23	Consent of KPMG LLP.
	24	Power of Attorney.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Cleveland, State of Ohio, on September 21, 2009.

DIEBOLD, INCORPORATED
By:	/s/ Warren W. Dettinger
	Warren W. Dettinger
	Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of September 21, 2009.

Signature	Title
/s/ Thomas W. Swidarski Thomas W. Swidarski	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Leslie A. Pierce Leslie A. Pierce	Vice President, Interim Chief Financial Officer and Controller (Principal Financial and Accounting Officer)
/s/ John N. Lauer John N. Lauer	Director
/s/ Phillip R. Cox Phillip R. Cox	Director
/s/ Richard R. Crandall Richard R. Crandall	Director
/s/ Gale S. Fitzgerald Gale S. Fitzgerald	Director
/s/ Phillip B. Lassiter Phillip B. Lassiter	Director
/s/ Eric J. Roorda Eric J. Roorda	Director

Signature	Title
/s/ Henry D. G. Wallace Henry D. G. Wallace	Director
/s/ Alan J. Weber Alan J. Weber	Director

* This registration statement has been signed on behalf of the above officer and directors pursuant to a power of attorney filed as Exhibit 24 to this registration statement.

DATED: September 21, 2009	By:	/s/ Warren W. Dettinger
		Warren W. Dettinger
		Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number			Exhibit Description
	4	(a)	Diebold, Incorporated 1991 Equity and Performance Incentive Plan (as Amended and Restated as April 13, 2009) (filed as Exhibit 10.1 to the Registrant’s Current Report of Form 8-K, filed April 29, 2009, and incorporated herein by reference (File No. 001-04879)).
	4	(b)	Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference (File No. 001-04879)).
	4	(c)	Certificate of Amendment by Shareholders to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference (File No. 001-04879)).
	4	(d)	Certificate of Amendment to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference (File No. 001-04879)).
	4	(e)	Code of Regulations of the Registrant (filed as Exhibit 3.1(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and incorporated herein by reference (File No. 001-04879)).
	5		Opinion of Counsel.
	23		Consent of KPMG  LLP.
	24		Power of Attorney.

EX-5

Exhibit 5

Diebold, Incorporated
5995 Mayfair Road
P. O. Box 3077
North Canton, OH 44720-8077
Tel.: 330 490-4000
Fax: 330 490-4450

September 21, 2009

To:	Diebold, Incorporated
	5995 Mayfair Road,
	P.O. Box 3077,
	North Canton, Ohio 44720-8077

Re: Registration Statement of Form S-8 for the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan

     I have acted as counsel for Diebold, Incorporated, an Ohio corporation (the “Registrant”), in connection with the filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933 (the “Act”) 4,000,000 additional shares (the “Shares”) of the Registrant’s common stock, par value $1.25 per share (“Common Stock”), that may be issued pursuant to the Diebold, Incorporated Amended and Restated 1991 Equity and Performance Incentive Plan (the “Plan”). In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, I am of the opinion that the Shares are duly authorized and, when issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable; provided that the Registrant at such time has sufficient authorized but unissued shares of Common Stock remaining under its Articles of Incorporation.

     My examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the Ohio General Corporation Law, including the applicable provisions of the Ohio Constitution and the reported judicial decisions interpreting such law. I express no opinion with respect to any other law of the State of Ohio or any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Registrant to issue and sell the Shares pursuant to the Plan will be in full force and effect at all times at which such Shares are issued or sold by the Registrant, and the Registrant will take no action inconsistent with such resolutions.

     I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
 

/s/ Warren W. Dettinger  

Warren W. Dettinger 

Vice President and General Counsel 

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Diebold, Inc.

We consent to the use of our reports dated February 27, 2009 with respect to the consolidated balance sheets of Diebold, Incorporated and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2008, incorporation by reference herein.

Our report on the consolidated financial statements refers to the adoption of the provisions of Emerging Issues Task Force (EITF) Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance, and EITF Issue No. 06-4, Accounting for Deferred Compensation and Post Retirement Aspects of Split-Dollar Life Insurance Arrangements, effective January 1, 2008, Statement of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Standard No, 109, effective January 1, 2007, Statement of Financial Accounting Standards No, 158, Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans, effective January 1, 2008, and Statement of Financial Accounting Standards No. 157, Fair Value Measurements, effective January 1, 2008.

Our report dated February 27, 2009, on the effectiveness of internal control over financial reporting as of December 31, 2008, expresses our opinion that Diebold, Incorporated and subsidiaries did not maintain effective internal control over financial reporting as of December 31, 2008, because of the effects of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states material weaknesses related to Diebold, Incorporated and subsidiaries’ selection, application and communication of accounting policies; monitoring; manual journal entries; contractual agreements; and account reconciliations have been identified and included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A(b) of Diebold, Incorporated and subsidiaries’ December 31, 2008 annual report on Form 10-K.

Cleveland, Ohio
September 18, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

     Each of the undersigned officers and/or director of Diebold, Incorporated, an Ohio corporation (the “Registrant”), does hereby make, constitute and appoint each of Warren W. Dettinger, Leslie A. Pierce, and Chad F. Hesse with full power of substitution and resubstitution, as attorney of the undersigned, to execute and file (1) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) under the Securities Act of 1933 concerning the Registrant’s Common Shares, par value $1.25 per share, to be offered in connection with the Diebold, Incorporated 1991 Equity and Performance Incentive Plan (As Amended and Restated as of April 13, 2009) (the “Plan”), (2) any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 5^th day of August, 2009

Signature	Title
/s/ Thomas W. Swidarski	President, Chief Executive Officer and Director
Thomas W. Swidarski	(Principal Executive Officer)
/s/ Leslie A. Pierce	Vice President, Interim Chief Financial Officer and Controller
Leslie A. Pierce	(Principal Financial and Accounting Officer)
/s/ John N. Lauer	Director
John N. Lauer
/s/ Phillip R. Cox	Director
Phillip R. Cox
/s/ Richard R. Crandall	Director
Richard R. Crandall
/s/ Gale S. Fitzgerald	Director
Gale S. Fitzgerald
/s/ Phillip B. Lassiter	Director
Phillip B. Lassiter
/s/ Eric J. Roorda	Director
Eric J. Roorda
/s/ Henry D. G. Wallace	Director
Henry D. G. Wallace
/s/ Alan J. Weber	Director
Alan J. Weber