Attached files
file | filename |
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EX-23 - CONSENT OF MCGLADREY LLP - SNYDER'S-LANCE, INC. | d457145dex23.htm |
EX-99.1 - AUDITED COMBINED FINANCIAL STATEMENTS - SNYDER'S-LANCE, INC. | d457145dex991.htm |
EX-99.2 - UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS - SNYDER'S-LANCE, INC. | d457145dex992.htm |
EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF SNYDER'S-LANCE - SNYDER'S-LANCE, INC. | d457145dex993.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 11, 2012
SNYDERS-LANCE, INC.
(Exact Name of Registrant as Specified in its 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, 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:
¨ | 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)) |
EXPLANATORY NOTE
On October 17, 2012, Snyders-Lance, Inc. (the Company) filed a Current Report on Form 8-K (the Original Form 8-K) reporting the completion of the acquisition by S-L Snacks National, LLC, a wholly-owned subsidiary of the Company (S-L Snacks), of all of the issued and outstanding shares and membership interests of Snack Factory, LLC (Snack Factory), Princeton Vanguard, LLC (Vanguard) and VMG Snack Factory Blocker, Inc. (VMG Blocker and, collectively with Snack Factory and Vanguard, the Target Companies). The acquisition was completed on October 11, 2012 pursuant to the Stock and Membership Interest Purchase Agreement, dated as of September 3, 2012, by and between the Company, S-L Snacks, the Target Companies, and the sellers named therein.
This Current Report on Form 8-K/A amends the Original Form 8-K to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. The financial statements and pro forma financial information reflect the combined financial position and operations of Snack Factory and Vanguard for the periods presented therein. As of the time of the acquisition, VMG Blocker had no operations or liabilities and its only assets were equity interests of Snack Factory and Vanguard.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Financial Statements of Business Acquired. |
The audited combined financial statements of Snack Factory and Vanguard as of and for the year ended December 31, 2011 are being filed as Exhibit 99.1 to this Form 8-K/A and are incorporated herein by reference.
The unaudited condensed combined financial statements of Snack Factory and Vanguard as of September 30, 2012, and for each of the nine months ended September 30, 2012 and 2011, are being filed as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.
(b) | Pro Forma Financial Information. |
The following unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition of Snack Factory and Vanguard is being filed as Exhibit 99.3 to this Form 8-K/A and is incorporated herein by reference:
(i) | Unaudited Pro Forma Condensed Combined Balance Sheets as of September 29, 2012; |
(ii) | Unaudited Pro Forma Condensed Combined Statements of Income for the year ended December 31, 2011; and |
(iii) | Unaudited Pro Forma Condensed Combined Statements of Income for the nine months ended September 29, 2012. |
(d) | Exhibits. |
The information in the Exhibit Index of this Current Report on Form 8-K/A is incorporated into this Item 9.01(d) by reference.
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.
SNYDERS-LANCE, INC. | ||||||
Date: December 20, 2012 | By: | /s/ Rick D. Puckett | ||||
Rick D. Puckett | ||||||
Executive Vice President, Chief Financial Officer | ||||||
and Treasurer |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported: | Commission File No: | |
October 11, 2012 | 0-398 |
SNYDERS-LANCE, INC.
EXHIBIT INDEX
Exhibit |
Exhibit Description | |
23 | Consent of McGladrey LLP | |
99.1 | Audited combined financial statements of Snack Factory, LLC and Princeton Vanguard, LLC as of and for the year ended December 31, 2011 | |
99.2 | Unaudited condensed combined financial statements of Snack Factory, LLC and Princeton Vanguard, LLC as of September 30, 2012, and for each of the nine months ended September 30, 2012 and 2011 | |
99.3 | Unaudited pro forma condensed combined financial information of Snyders-Lance, Inc. giving effect to the acquisition of Snack Factory, LLC and Vanguard, LLC, consisting of (i) Unaudited Pro Forma Condensed Combined Balance Sheets as of September 29, 2012; (ii) Unaudited Pro Forma Condensed Combined Statements of Income for the year ended December 31, 2011; and (iii) Unaudited Pro Forma Condensed Combined Statements of Income for the nine months ended September 29, 2012. |