Current Report Filing (8-k)
08 August 2017 - 10:58PM
Edgar (US Regulatory)
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): August 8, 2017
SNYDERS-LANCE,
INC.
(Exact Name of Registrant as Specified in Charter)
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North Carolina
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0-398
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56-0292920
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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13515 Ballantyne Corporate Place, Charlotte, NC
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28277
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2017,
Snyders-Lance
Inc. (the Company) issued a press release with respect to its
financial results for the second quarter ended July 1, 2017 and updated its full-year 2017 outlook. A copy of the press release is being furnished as Exhibit 99.1. The Company will also hold a conference call and live webcast on August 8,
2017 to discuss its financial results. The press release contains forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially.
The exhibit attached hereto also presents 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.
Cautionary Information about Forward Looking Statements
This press release contains statements which may be forward looking within the meaning of applicable securities laws. The statements include projections
regarding future revenues, earnings and other results which are based upon the Companys current expectations and assumptions, which are subject to a number of risks and uncertainties. Factors that could cause actual results to differ include
general economic conditions or an economic turndown; volatility in the price, quality or availability of inputs, including walnuts and other raw materials, packaging, energy and labor; price competition and industry consolidation; changes in our top
retail customer relationships; inability to maintain profitability in the face of a consolidating retail environment; failure to successfully integrate acquisitions or execute divestitures; loss of key personnel; failure to execute and accomplish
our strategy; concerns with the safety and quality of certain food products or ingredients; adulterated, misbranded or mislabeled products or product recalls; disruption of our supply chain; failure to maintain satisfactory labor relations; risks
related to our foreign operations, including foreign currency risks; inadequacies in, or security breaches of, our information technology systems; improper use of social media; changes in consumer preferences and tastes or inability to innovate or
market our products effectively; reliance on distribution through a significant number of independent business owners; protection of our trademarks and other intellectual property rights; impairment in the carrying value of goodwill or other
intangible assets; new regulations or legislation; interest rate volatility, political and economic conditions of the countries in which we conduct business, and the interests of a few individuals who control a significant portion of our outstanding
shares of common stock may conflict with those of other stockholders, which have been discussed in greater detail in our most recent Form
10-K
and other reports filed with the Securities and Exchange
Commission.
Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statement as a result of new
information, future developments or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Exhibit Description
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99.1
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Press Release issued by the Company, dated August 8, 2017, with respect to the Companys financial results for the second quarter ended July 1, 2017 and updated full-year 2017 outlook.
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The information furnished as exhibits hereto shall not be deemed to be filed for purposes of Section 18 of
the Securities and 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 in specific reference in a filing.
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.
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SNYDERS-LANCE,
INC.
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(Registrant)
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Date: August 8, 2017
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By:
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/s/ Gail Sharps Myers
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Gail Sharps Myers
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Senior Vice President, General Counsel and Secretary
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM
8-K
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Date of Event Reported:
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Commission File No:
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August 8, 2017
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0-398
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SNYDERS-LANCE,
INC.
EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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99.1
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Press Release issued by the Company, dated August 8, 2017, with respect to the Companys financial results for the second quarter ended July 1, 2017 and updated full-year 2017 outlook.
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