Attached files
file | filename |
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EX-3.2 - EX-3.2 - SNYDER'S-LANCE, INC. | g25459exv3w2.htm |
EX-3.1 - EX-3.1 - SNYDER'S-LANCE, INC. | g25459exv3w1.htm |
EX-99.1 - EX-99.1 - SNYDER'S-LANCE, INC. | g25459exv99w1.htm |
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): December 6, 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:
o 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))
Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 6, 2010, Lance, Inc. (the Company or Lance) completed the previously announced
merger of Snyders of Hanover, Inc. (Snyders) with and into Lima Merger Corp., a wholly-owned
subsidiary of the Company (Merger Sub), whereby Snyders became a wholly-owned subsidiary of the
Company. The Merger was completed pursuant to an Agreement and Plan of Merger, dated July 21, 2010
and amended as of September 30, 2010 (the Merger Agreement), by and among the Company, Snyders
and Merger Sub.
In connection with the merger, each issued and outstanding share of Snyders common stock was
converted into the right to receive 108.25 fully paid and non-assessable shares of Company common
stock, and cash to be paid in lieu of fractional shares. In connection with the merger, the
Company expects to issue 32,652,963 basic shares of the Companys common stock to Snyders
stockholders representing approximately 50.2% of the voting power of the Company. As of December
6, 2010, after giving effect to the merger, there were approximately 65,063,500 issued and
outstanding shares of Company common stock.
Also in connection with the merger, the board of directors of the Company declared a special
cash dividend of $3.75 per share to all holders of record of Lance common stock as of December 3,
2010. The special dividend is payable on December 10, 2010. Holders of Snyders common stock who
receive shares of Company common stock in the merger will not receive the special dividend.
As previously announced, upon consummation of the merger, the Company will file an amendment
to its amended and restated articles of incorporation to change its name to Snyders-Lance, Inc.
The name change is expected to be effective on December 10, 2010. After the merger and the
effective date of the name change, the Companys common stock will continue to trade on the NASDAQ
Global Select market under the symbol LNCE.
A copy of the joint press release issued by Lance and Snyders announcing the completion of
the merger, dated December 6, 2010, is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation, Appointment and Election of Certain Directors
In connection with the merger and as previously reported, J.P. Bolduc and S. Lance Van Every
tendered resignations from the board of directors of the Company that became effective as of the
completion of the merger. Immediately following the merger and pursuant to the Merger Agreement,
the Company expanded the size of its board of directors from 12 to 14 members, and the following
former directors of Snyders were appointed to the board: Patricia A. Warehime, C. Peter Carlucci,
Jr. and Sally W. Yelland. In addition, the following former directors of Snyders were elected by
Lance stockholders to serve on the board of directors of the Company effective immediately after
the completion of the merger: Michael A. Warehime, Carl E. Lee, Jr., Peter P. Brubaker and John E.
Denton. The following table sets forth the classes and principal committees of the board of
directors of the Company, effective immediately following the completion of the merger.
Governance and |
Banking and | |||||||||||||
Director | Class | Executive | Audit | Compensation | Nominating | Contracts | ||||||||
Jeffrey A. Atkins
|
2012 | X | X (Chair) | |||||||||||
Peter P. Brubaker
|
2012 | X | X | |||||||||||
C. Peter Carlucci, Jr.
|
2011 | X | X |
Governance and |
Banking and | |||||||||||||
Director | Class | Executive | Audit | Compensation | Nominating | Contracts | ||||||||
John E. Denton
|
2013 | X | X | X | ||||||||||
William R. Holland
|
2011 | X | X (Chair) | X | ||||||||||
James W. Johnston
|
2011 | X | X | |||||||||||
Carl E. Lee, Jr.
|
2012 | |||||||||||||
W. J. Prezzano
|
2011 | X | X | X | X (Chair) | X | ||||||||
David V. Singer
|
2013 | X | X (Chair) | |||||||||||
Dan C. Swander
|
2013 | X | X | |||||||||||
Isaiah Tidwell
|
2012 | X | X | |||||||||||
Michael A. Warehime
|
2013 | X (Chair) | ||||||||||||
Patricia A. Warehime
|
2011 | |||||||||||||
Sally W. Yelland
|
2011 |
Pursuant to the Merger Agreement and effective immediately following the completion of
the merger, Michael A. Warehime was appointed as the Chairman of the Board of Directors of the
Company and W. J. Prezzano was appointed as the Lead Independent Director of the Company.
Certain information regarding transactions between the Company and its newly appointed and
elected directors required by Item 404(a) of Regulation S-K under the Securities Exchange Act of
1933, as amended (the Exchange Act), as well as regarding material arrangements with such
directors, was previously reported in the definitive joint proxy statement/prospectus filed by
Lance with the Securities and Exchange Commission on November 1, 2010 (the Proxy Statement) under
the captions (1) The MergerInterests of Snyders Directors, Executive Officers and Principal
Shareholder in the Merger and (2) Certain Relationships and Related Transactions of Snyders.
Appointment of Certain Officers
Effective immediately following the completion of the merger, the board of directors of the
Company reappointed David V. Singer as Chief Executive Officer of the Company and Rick D. Puckett
as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company. Also
pursuant to the Merger Agreement and effective immediately following the completion of the merger,
the board of directors appointed Carl E. Lee, Jr., the former President and Chief Executive Officer
of Snyders, as the President and Chief Operating Officer of the Company.
Certain information regarding the background of Mr. Lee required by Items 401(b), (d) and (e)
and Item 404(a) of Regulation S-K, as well as regarding other agreements and relationships with the
Company, as applicable, was previously reported in the Proxy Statement under the captions (1)
Management and Corporate Governance of the Combined Company Following the Merger, (2) The
MergerInterests of Snyders Directors, Executive Officers and Principal Shareholder in the
Merger and (3) Certain Relationships and Related Transactions of Snyders.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment to Articles of Incorporation
In connection with the merger and as approved by the stockholders of Lance on December 2,
2010, the Company will file Articles of Amendment to its Amended and Restated Articles of
Incorporation to change its name from Lance, Inc. to Snyders-Lance, Inc. The Articles of
Amendment were previously described in the Proxy Statement and are attached hereto as Exhibit 3.1,
which is incorporated herein by reference. The name change is expected to be effective on December
10, 2010.
Amendment to Bylaws
Effective as of December 6, 2010 and pursuant to the Merger Agreement, the Company amended and
restated its Bylaws. The primary purpose of the amendment, which did not required stockholder
approval, was to implement certain changes necessitated by the merger. The changes to the Bylaws
were previously summarized in the Proxy Statement under the caption The MergerBoard of Directors
and Executive Officers of the Combined Company after the Completion of the Merger; Amendments to
BylawsAmendments to Bylaws. A copy of the Bylaws is attached hereto as Exhibit 3.2, which is
incorporated herein by reference.
Item 8.01. | Other Events. |
A copy of the joint press release announcing the completion of the merger is attached hereto
as Exhibit 99.1, which is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Historical financial statements of Snyders were previously reported in the Proxy Statement
and are not required herein pursuant to General Instruction B.3. of Form 8-K.
(b) Pro Forma Financial Information
Preliminary unaudited pro forma financial information for the merger was previously reported
in the Proxy Statement and is not required herein pursuant to General Instruction B.3. of Form 8-K.
(d) Exhibits
Exhibit No. | Exhibit Description | |
3.1
|
Articles of Amendment to Amended and Restated Articles of Incorporation, filed herewith | |
3.2
|
Bylaws of Lance, Inc., as amended through December 6, 2010, filed herewith | |
99.1
|
Joint press release dated December 6, 2010, filed herewith |
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: December 6, 2010 | By: | /s/ Rick D. Puckett | ||
Rick D. Puckett | ||||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
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: | |
December 6, 2010 | 0-398 |
LANCE, INC.
EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
3.1
|
Articles of Amendment to Amended and Restated Articles of Incorporation, filed herewith | |
3.2
|
Bylaws of Lance, Inc., as amended through December 6, 2010, filed herewith | |
99.1
|
Joint press release dated December 6, 2010, filed herewith |