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): November 4, 2020
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| Lancaster Colony Corporation |
| (Exact name of registrant as specified in its charter) |
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| Ohio | 000-04065 | 13-1955943 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
| |
| 380 Polaris Parkway | Suite 400 | |
| Westerville | Ohio | 43082 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number, including area code: | (614) | 224-7141 |
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| (Former name or former address, if changed since last report.) |
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) |
| ☐ | 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)) |
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).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, without par value | LANC | NASDAQ Global Select Market |
Item 2.02 Results of Operations and Financial Condition
On November 4, 2020, Lancaster Colony Corporation issued a press release announcing its results for the three months ended September 30, 2020. The press release is attached as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure.”
Our Chief Operating Decision Maker (“CODM”), in order to drive enhanced accountability and transparency throughout our organization, initiated a review of functional costs that have historically been part of the indirect costs allocated to our two reportable segments. This review was completed as part of our preparation for our upcoming enterprise resource planning system implementation. As a result of this review, our CODM identified certain support functions that would be more appropriately presented within corporate expenses to facilitate the management of the business, including assessing segment performance and allocating resources. These changes were effective July 1, 2020. All historical information has been retroactively conformed to the current presentation and the realigned quarterly business segment information for fiscals 2020 and 2019 is presented in Exhibit 99.2. This Form 8-K does not restate our previously reported consolidated statements for any period. These changes had no effect on previously reported consolidated net sales, operating income, net income or earnings per share.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (including the exhibits attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
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| (d) | Exhibits: |
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| | 99.1 | | Press Release dated November 4, 2020 |
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| | 99.2 | | Business Segment Information for the quarters of fiscal 2020 and 2019 |
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| | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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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| | | LANCASTER COLONY CORPORATION |
| | | (Registrant) |
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| Date: | November 4, 2020 | | By: | /s/ THOMAS K. PIGOTT |
| | | | Thomas K. Pigott |
| | | | Vice President, Chief Financial Officer |
| | | | and Assistant Secretary |
| | | | (Principal Financial and Accounting Officer) |
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INDEX TO EXHIBITS
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| Exhibit Number | | Description | | Located at |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | Filed herewith |
