Snyder's-lance (LNCE) S-8 POS Registration of securities for employees (post-effective amendment)

As Filed With the Securities and Exchange Commission on March 1, 2016

Registration No. 333-208214

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8 TO FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SNYDER’S-LANCE, Inc.

(Exact name of registrant as specified in its charter)

North Carolina
(State or other jurisdiction of incorporation or
organization)
13515 Ballantyne Corporate Place
Charlotte, North Carolina
(Address of principal executive offices) 56-0292920
(I.R.S. Employer Identification No.)


28277
(Zip Code)

DIAMOND FOODS, INC. 2005 EQUITY INCENTIVE PLAN
DIAMOND FOODS, INC. 2015 EQUITY INCENTIVE PLAN

Rick D. Puckett
Executive Vice President, Chief Financial Officer,
and Chief Administrative Officer
Snyder’s-Lance, Inc.
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Name and address of agent for service)

(704) 554-1421
(Telephone number, including area code,
of agent for service)

Copies to:

Kevin T. Collins, Esq.

Martin C. Glass, Esq.

Jason M. Casella, Esq.

Jenner & Block LLP

919 Third Avenue

New York, New York 10022

 (212) 891-1600

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ
Non-accelerated filer  o
(Do not check if a smaller reporting company) Accelerated filer  o
Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, $0.83-1/3 par value	3,272,893	N/A	N/A	N/A

(1) This number represents the shares of common stock of Snyder’s-Lance issuable pursuant to (i) the Diamond Foods, Inc. 2005 Equity Incentive Plan, and (ii) the Diamond Foods, Inc. 2015 Equity Incentive Plan, which were assumed by Snyder’s-Lance in connection with the Merger (as defined below), all of which are issuable pursuant to awards granted by Diamond Foods, Inc. prior to the Merger. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock which may become issuable under the above-named plans by reason of any share split, share dividend, recapitalization or other similar transactions effected without consideration which results in an increase in the number of outstanding shares of Snyder’s-Lance common stock.

(2) This Post-Effective Amendment covers securities that were originally registered on the Registration Statement on Form S-4 of Snyder’s-Lance (File No. 333-208214) filed with the U.S. Securities and Exchange Commission on November 25, 2015. All filing fees payable in connection with the issuance of these securities were previously paid in connection with the filing of the Form S-4 Registration Statement.

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EXPLANATORY NOTE

Snyder’s-Lance, Inc. (“Snyder’s-Lance” or the “Company”) hereby amends its Registration Statement on Form S-4 (No. 333-208214) filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2015, as amended by Amendment No. 1 filed on December 23, 2015, and Amendment No. 2 filed on January 20, 2016, which was declared effective on January 25, 2016 (the “Form S-4”), by filing this Post-Effective Amendment on Form S-8 (the “Post-Effective Amendment”) relating to 3,272,893 shares of Snyder’s-Lance common stock that are issuable by Snyder’s-Lance upon the exercise of or pursuant to securities granted to employees and directors (other than those held by non-employee directors) of Diamond Foods, Inc. (“Diamond”) pursuant to the terms of (i) the Diamond Foods, Inc. 2005 Equity Incentive Plan (the “2005 Plan”), and (ii) the Diamond Foods, Inc. 2015 Equity Incentive Plan (together with the 2005 Plan, the “Diamond Plans”). All such shares were previously registered on the Form S-4 but will be subject to issuance pursuant to this Post-Effective Amendment.

On February 29, 2016, Snyder’s-Lance completed its previously announced acquisition of Diamond. The acquisition was completed pursuant to the Agreement and Plan of Merger and Reorganization, dated October 27, 2015, (the “Merger Agreement”), by and among Diamond, Snyder’s-Lance, Shark Acquisition Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Snyder’s-Lance (“Merger Sub I”) and Shark Acquisition Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Snyder’s-Lance (“Merger Sub II”), whereby Merger Sub I merged with and into Diamond (the “First Merger”), with Diamond surviving the First Merger as a wholly-owned subsidiary of Snyder’s-Lance and then such surviving entity merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Snyder’s-Lance. Pursuant to the terms of the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each outstanding share of Diamond common stock (other than shares owned by Snyder’s-Lance) was converted into the right to receive (a) an amount of cash equal to $12.50 and (b) 0.775 shares of the Company’s common stock, par value $0.83-1/3 per share, with cash in lieu of fractional shares.

In addition, pursuant to the Merger Agreement, each of the Diamond Plans was assumed by Snyder’s-Lance as of the Effective Time. Generally, outstanding Diamond stock options and other equity awards (other than those held by non-employee directors) were assumed by Snyder’s-Lance, and became options to purchase, or an award for, a number of shares of Snyder’s-Lance common stock determined by multiplying the number of shares of Diamond common stock that were subject to such option or award by approximately 1.13575 and rounding the resulting number down to the nearest integer, with the per-share exercise price of the option determined by dividing the per-share exercise price of the option immediately before the First Merger by 1.13575 and rounding the resulting exercise price up to the nearest whole cent, provided, however, that the resulting option or other equity award remains subject to the same vesting schedule or conditions and the same restrictions on exercisability as would have applied to such option or other equity award if not for the Merger.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Diamond Plans as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Company with the Commission and are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

(b) The Company’s Current Reports on Form 8-K as filed with the Commission on January 27, 2016, February 16, 2016, February 26, 2016 and March 1, 2016.

(c) The description of the Company’s common stock contained in the Company’s Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.

The Company is not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not considered “filed” with the Commission, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 5. Interests of Named Experts and Counsel.

Certain legal matters in connection with the issuance of the common stock being offered hereby are being passed upon for the Company by Troutman Sanders LLP.

Item 6. Indemnification of Directors and Officers.

Under North Carolina law, a corporation may limit or eliminate a director’s monetary liability in its articles of incorporation subject to three relevant exceptions: (i) for the unlawful payment of dividends; (ii) for a transaction from which the director derived an improper personal benefit; and (iii) for acts or omissions that the director at the time of his alleged breach of duty knew or believed were clearly in conflict with the best interest of the corporation. Snyder’s-Lance’s restated articles of incorporation and bylaws provide that, to the fullest extent permitted by applicable law, no director of Snyder’s-Lance shall have any personal liability arising out of any action whether by or in the right of Snyder’s-Lance or otherwise for monetary damages for breach of his or her duty as a director.

Under North Carolina law, a corporation is permitted to indemnify a director, officer, employee or agent against liability incurred in a proceeding to which the individual was made a party because of the fact he was a director, officer, employee or agent of the corporation if he (i) conducted himself in good faith, (ii) reasonably believed (a) that any action taken in his official capacity with the corporation was in the best interests of the corporation or (b) that in all other cases his conduct was at least not opposed to the corporation’s best interests, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. However, a corporation may not indemnify such individual in connection with a proceeding by or in the right of the corporation in the individual was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit in which the individual was adjudged liable (whether or not involving action in his official capacity) on the basis of having received an improper personal benefit. North Carolina law permits a corporation in its articles of incorporation or bylaws or by contract or resolution to indemnify, or agree to indemnify, any of its directors, officers, employees or agents against liability and expenses in any proceeding (including derivative suits) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Snyder’s-Lance’s bylaws require Snyder’s-Lance to indemnify its directors to the fullest extent permitted by law.

North Carolina law also permits a corporation to purchase and maintain insurance on behalf of its directors, officers, employees or agents against liabilities which they may incur in such capacities. Snyder’s-Lance has purchased insurance to provide for indemnification of directors and officers.

Item 8. Exhibits.

Reference is made to the attached Exhibit Index, which is incorporated herein by reference.

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act

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(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 1st day of March, 2016.

SNYDER’S-LANCE, INC.
By	/s/ Rick D. Puckett
	Rick D. Puckett
	Executive Vice President, Chief Financial Officer and Chief Administrative Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
*
Carl E. Lee, Jr.	President and Chief Executive Officer and Director (Principal Executive Officer)	March 1, 2016

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/s/ Rick D. Puckett	Executive Vice President, Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer)	March 1, 2016
Rick D. Puckett
*	Vice President, Corporate Controller and Assistant Secretary (Principal Accounting Officer)	March 1, 2016
Margaret E. Wicklund
*	Chairman of the Board of Directors	March 1, 2016
W. J. Prezzano
*	Director	March 1, 2016
Jeffrey A. Atkins
*	Director	March 1, 2016
Peter P. Brubaker
*	Director	March 1, 2016
C. Peter Carlucci, Jr.
*	Director	March 1, 2016
John E. Denton
*	Director	March 1, 2016
Lawrence V. Jackson
*	Director	March 1, 2016
James W. Johnston
*	Director	March 1, 2016
David C. Moran
*	Director	March 1, 2016
Dan C. Swander
*	Director	March 1, 2016
Isaiah Tidwell
*	Director	March 1, 2016
Patricia A. Warehime

*By:	/s/Rick d. Puckett
	Name: Rick D. Puckett
	Title: Attorney-in-fact

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EXHIBIT INDEX

Exhibit	Description
3.1	Restated Articles of Incorporation of Snyder’s-Lance, Inc. as amended through May 3, 2013, incorporated herein by reference to Exhibit 3.5 to the registrant’s Quarterly Report on Form 10-Q filed on August 6, 2013.
3.2	Bylaws of Snyder’s-Lance, Inc., as amended through May 6, 2014, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2014
4.1	Diamond Foods, Inc. 2005 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.01 to Diamond Foods, Inc.’s Registration Statement on Form S-1 filed on March 25, 2005.
4.2	Diamond Foods, Inc. 2015 Equity Incentive Plan, incorporated herein by reference to Exhibit 4.01 to Diamond Foods, Inc.’s Registration Statement on Form S-8 filed on January 13, 2015.
5.1	Opinion of Troutman Sanders LLP, filed herewith
23.1	Consent of PricewaterhouseCoopers LLP, filed herewith
23.2	Consent of KPMG LLP, filed herewith
23.3	Consent of Troutman Sanders LLP (contained in Exhibit 5.1), filed herewith

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