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EX-10.1 - AMENDMENT NO. 3 TO STANDSTILL AGREEMENT - SNYDER'S-LANCE, INC.d274505dex101.htm

 

 

UNITED STATES

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

Date of report (Date of earliest event reported): December 19, 2011

 

 

SNYDER’S-LANCE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

North Carolina   0-398   56-0292920

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

13024 Ballantyne Corporate Place, Suite 900   28277
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry Into a Material Definitive Agreement.

On December 19, 2011, Snyder’s-Lance, Inc. (the “Company”) and Michael A. Warehime and Patricia A. Warehime (the “Warehimes”) entered into Amendment No. 3 to Standstill Agreement (the “Amendment”), to amend the previously announced Standstill Agreement entered into by the parties on July 21, 2010, as amended by Amendment No. 1 to Standstill Agreement and Amendment No. 2 to Standstill Agreement, effective as of September 30, 2010 and September 20, 2011, respectively (as amended, the “Standstill Agreement”). The Standstill Agreement was entered into in connection with the merger of equals between Lance, Inc. and Snyder’s of Hanover, Inc. and provides for, among other things, certain restrictions and limitations on acquisitions and transfers of common stock of the Company by the Warehimes through December 6, 2013. The Amendment, as approved by the disinterested members of the Board of Directors of the Company, was entered into to permit the Warehimes to pledge up to 2,500,000 shares of common stock of the Company in bona fide pledges as collateral for loans. The Amendment does not change any of the other provisions of the Standstill Agreement related to restrictions on the Warehimes’ ability to transfer common stock of the Company.

The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the form of Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
No.

  

Exhibit Description

10.1    Amendment No. 3 to Standstill Agreement, dated as of December 19, 2011, by and among Snyder’s-Lance, Inc., Michael A. Warehime and Patricia A. Warehime.


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.

 

    SNYDER’S-LANCE, INC.
Date: December 21, 2011     By:  

/s/ A. Zachary Smith III

     

A. Zachary Smith III

     

Chief General Counsel and Secretary


SECURITIES AND EXCHANGE COMMISSION

Washington, DC

EXHIBITS

CURRENT REPORT

ON

FORM 8-K

 

Date of Event Reported:    Commission File No:
December 19, 2011    0-398

SNYDER’S-LANCE, INC.

EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit Description

10.1    Amendment No. 3 to Standstill Agreement, dated as of December 19, 2011, by and among Snyder’s-Lance, Inc., Michael A. Warehime and Patricia A. Warehime.