Attached files
file | filename |
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EX-99.3 - EX-99.3 - SNYDER'S-LANCE, INC. | g25120exv99w3.htm |
EX-99.2 - EX-99.2 - SNYDER'S-LANCE, INC. | g25120exv99w2.htm |
EX-99.1 - EX-99.1 - SNYDER'S-LANCE, INC. | g25120exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 3, 2010
LANCE, INC.
(Exact Name of Registrant as Specified in Charter)
North Carolina | 0-398 | 56-0292920 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
13024 Ballantyne Corporate Place, Ste 900, Charlotte, NC | 28277 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (704) 554-1421
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition | ||||||||
Item 8.01. Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
Table of Contents
Item 2.02. Results of Operations and Financial Condition.
On November 3, 2010, Lance, Inc. (the Company) issued a press release with respect to its
financial results for the third quarter ended September 25, 2010. A copy of the press release is
being furnished as Exhibit 99.1 hereto. The Company also held a conference call and live webcast
on November 3, 2010 to discuss its financial results. A copy of the slides presented during the
call and a transcript of the call are being furnished as
Exhibit 99.2 and 99.3. The press release, slide presentation and transcript
contain forward-looking statements regarding the Company and include cautionary statements
identifying important factors that could cause actual results to differ materially.
Each of the exhibits attached hereto also present measures not derived in accordance with generally
accepted accounting principles (GAAP). The Company believes these non-GAAP financial measures
provide useful information to investors as the measures emphasize core on-going operations and are
helpful in comparing past and present operating results. The Company uses these measures to
evaluate past performance and prospects for future performance. The presentation of non-GAAP
financial measures by the Company should not be considered in isolation or as a substitute for the
Companys financial results prepared in accordance with GAAP.
The information furnished under this Item 2.02 shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in a filing.
Item 8.01.
Other Events.
Please see
Item 2.02 above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
Number | Description | |
99.1
|
Press Release, dated November 3, 2010, with respect to the Companys financial results for the third quarter ended September 25, 2010. | |
99.2
|
Slide Presentation, dated November 3, 2010, with respect to the Companys financial results for the third quarter ended September 25, 2010. | |
99.3
|
Transcript of Companys conference call held on November 3, 2010. |
The information furnished as exhibits hereto shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in a filing.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K may include statements about future economic performance, finances, expectations,
plans and prospects of Lance and Snyders, both individually and on a consolidated basis, that
constitute forward-looking statements for purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are based on Lances or Snyders
current plans, estimates and expectations. Some forward-looking statements may be identified by
use of terms such as believe, anticipate, intend, expect, project, plan, may,
should, could, will, estimate, predict, potential, continue, and similar words, terms
or statements of a future or forward-looking nature. Such forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from those
expressed in or suggested by such statements.
Risks and uncertainties relating to the proposed merger include the risks that: (1) the parties
will not obtain the requisite shareholder approvals for the transaction; (2) the anticipated
benefits of the transaction will not be realized; (3) the parties may not be able to retain key
personnel; (4) the conditions to the closing of the proposed merger may not be satisfied or waived;
and (5) the outcome of any legal proceedings to the extent initiated against Lance or Snyders or
its respective directors and officers following the announcement of the proposed merger is
uncertain. These risks, as well as other risks of the combined company and its subsidiaries may be
different from what the companies expect and each partys management may respond differently to any
of the aforementioned factors. These risks, as well as other risks associated with the merger, are
more fully discussed in the joint proxy statement/prospectus included in the Registration Statement
on Form S-4 filed by Lance with the Securities and Exchange Commission (SEC). Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date on which they are made.
For further information regarding cautionary statements and factors affecting future results,
please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed
subsequent to the Annual Report and other documents filed by Lance with the SEC. Except as may be
required by law, neither Lance nor Snyders undertakes any obligation to update or revise publicly
any forward-looking statement whether as a result of new information, future developments or
otherwise.
Important Information for Investors and Stockholders
This Form 8-K relates to a proposed merger between Lance and Snyders. Lance filed with the
Securities and Exchange Commission (SEC), and the SEC declared effective on October 29, 2010, a
registration statement on Form S-4 that includes a joint proxy statement of Lance and Snyders and
also constitutes a prospectus of Lance. Lance and Snyders began mailing the joint proxy
statement/prospectus to shareholders on November 1, 2010. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC OR SENT TO STOCKHOLDERS, CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. All documents, when filed, will be available free of charge at the SECs website
(www.sec.gov) or, in the case of Lance, by directing a request to Lance through Dee Noon,
assistant to the CFO at 704-556-5727 and, in the case of Snyders, by directing a request to John
Bartman, Vice President at 717-632-4477.
Participants in the Solicitation
Snyders, Lance and their respective directors and executive officers may be deemed under the rules
of the SEC to be participants in the solicitation of proxies from the stockholders of Lance. A
list of the names of those directors and executive officers and descriptions of their interests in
Lance and Snyders and the proposed transaction are contained in the amended joint proxy
statement/prospectus filed by Lance with the SEC on October 29, 2010.
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LANCE, INC. (Registrant) |
||||
Date: November 4, 2010 | By: | /s/ Rick D. Puckett | ||
Rick D. Puckett | ||||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary | ||||
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Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
ON
FORM 8-K
Date of Event Reported:
|
Commission File No: | |
November 3, 2010
|
0-398 |
LANCE, INC.
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
99.1
|
Press Release, dated November 3, 2010, with respect to the Companys financial results for the third quarter ended September 25, 2010. | |
99.2
|
Slide Presentation, dated November 3, 2010, with respect to the Companys financial results for the third quarter ended September 25, 2010. | |
99.3
|
Transcript of Companys conference call held on November 3, 2010. |