<PAGE> 1
Registration No. 33-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
LANCE, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-0292920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8600 South Boulevard
Charlotte, North Carolina 28232
(Address of principal executive offices) (Zip Code)
LANCE, INC. 1995 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
------------
E. D. LEAKE
Vice President
Lance, Inc.
8600 South Boulevard
Charlotte, North Carolina 28232
(Name and address of agent for service)
704/554-1421
(Telephone number, including area code,
of agent for service)
Please send copies of all communications to:
A. ZACHARY SMITH III
Kennedy Covington Lobdell & Hickman, L.L.P.
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title Amount Proposed maximum Proposed maximum Amount of
of securities to be to be offering price aggregate registration
registered registered per share* offering price* fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.83 1/3 par value 100,000 shares $17.50 $1,750,000 $604
==============================================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) on the basis of $17.50 per share, the
average of the high and low prices for the Common Stock on April 19, 1995 as
reported in the NASDAQ National Market System.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by this Item is omitted from this
registration statement in accordance with the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information required by this Item is omitted from this
registration statement in accordance with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Lance, Inc. (the "Company")
with the Securities and Exchange Commission (Commission file number 0-398) and
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) None.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 23,
1965, as amended by Form 8 dated June 16, 1965, 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 Securities Exchange Act of 1934 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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 Kennedy
Covington Lobdell & Hickman, L.L.P., NationsBank Corporate Center, Suite 4200,
100 North Tryon Street, Charlotte, North Carolina 28202. At April 12, 1995,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and
their spouses and minor children owned beneficially an aggregate of 36,079
shares of the Common Stock of the Company.
2
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The North Carolina Business Corporation Act contains provisions
prescribing the extent to which directors and officers shall or may be
indemnified against liabilities which they may incur in their capacities as
such. Under those provisions, whether indemnification of reimbursement or
expenses is permitted or mandated depends upon several factors, including
whether the action is brought by the corporation or by outsiders and whether
the potential indemnitee is successful in his or her defense.
The statute is not exclusive of any other rights of indemnification
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise. The Company's Restated Charter provides that no director of the
Company shall have any personal liability arising out of any action whether by
or in the right of the Company or otherwise for monetary damages for breach of
his or her duty as a director, and the Company's bylaws require the Company to
indemnify the Company's directors to the fullest extent permitted by law.
The North Carolina Business Corporation Act also permits a corporation
to purchase and maintain insurance on behalf of its directors and officers
against liabilities which they may incur in such capacities. The Company has
purchased insurance to provide for indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Lance, Inc. 1995 Nonqualified Stock Option Plan for
Non-Employee Directors
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or
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<PAGE> 4
furnished to the Commission by the Registrant under the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions of
the North Carolina Business Corporation Act, the Registrant's Restated
Charter or Bylaws, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 the 21st
day of April, 1995.
LANCE, INC.
By: /s/ E. D. Leake
------------------------------
E. D. Leake
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ J. W. Disher Chairman of the Board and Director April 21, 1995
---------------------------------------
J. W. Disher
/s/ P. A. Stroup, III President, Chief Executive Officer April 21, 1995
--------------------------------------- and Director (Principal Executive
P. A. Stroup, III Officer)
/s/ T. B. Horack Executive Vice President and Director April 21, 1995
---------------------------------------
T. B. Horack
/s/ G. K. Smith Executive Vice President April 21, 1995
--------------------------------------- and Director
G. K. Smith
/s/ E. D. Leake Vice President and Director April 21, 1995
--------------------------------------- (Principal Financial Officer)
E. D. Leake
/s/ W. B. Meacham Vice President and Director April 21, 1995
---------------------------------------
W. B. Meacham
/s/ R. G. Swain Vice President and Director April 21, 1995
---------------------------------------
R. G. Swain
</TABLE>
5
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<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ J. W. Helms, Jr. Secretary and Treasurer April 21, 1995
--------------------------------------- (Principal Accounting Officer)
J. W. Helms, Jr.
/s/ Alan T. Dickson Director April 21, 1995
---------------------------------------
Alan T. Dickson
/s/ James H. Hance, Jr. Director April 21, 1995
---------------------------------------
James H. Hance, Jr.
/s/ William R. Holland Director April 21, 1995
---------------------------------------
William R. Holland
/s/ Scott C. Lea Director April 21, 1995
---------------------------------------
Scott C. Lea
/s/ Nancy Van Every McLaurin Director April 21, 1995
---------------------------------------
Nancy Van Every McLaurin
/s/ Robert V. Sisk Director April 21, 1995
---------------------------------------
Robert V. Sisk
/s/ Isaiah Tidwell Director April 21, 1995
---------------------------------------
Isaiah Tidwell
/s/ S. Lance Van Every Director April 21, 1995
---------------------------------------
S. Lance Van Every
Director April __, 1995
---------------------------------------
Richard A. Zimmerman
</TABLE>
6
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
LANCE, INC.
Commission File Number 0-398
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page
Exhibit Description Number
- ------- ----------- ---------------
<S> <C>
4 Lance, Inc. 1995 Nonqualified Stock Option Plan
for Non-Employee Directors.
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P.
(contained in Exhibit 5)
</TABLE>
<PAGE> 1
EXHIBIT 4
LANCE, INC.
1995 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE. This Plan is intended to provide Directors who are not
employees of the Company a sense of proprietorship and personal involvement in
the development and financial success of the Company and to encourage such
Directors to remain with and to devote their best efforts to the Company.
2. DEFINITIONS. Whenever used in the Plan, unless the context clearly
indicates otherwise, the following terms shall have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Board" or "Board of Directors" means the Board of
Directors of the Company.
(c) "Common Stock" means the Common Stock, $.83-1/3 par value, of
the Company and any other stock or securities resulting from the adjustment
thereof or substitution therefor as described in Section 8 below.
(d) "Company" means Lance, Inc., a North Carolina corporation,
and any corporation succeeding to the Company's rights and obligations
hereunder.
(e) "Director" means a member of the Board of Directors of the
Company who is not a regular employee of the Company or its subsidiaries.
(f) "Disability" means the condition which results when an
individual has become permanently and totally disabled within the meaning
of Section 105(d)(4) of the Internal Revenue Code of 1986.
(g) "Fair Market Value", with respect to a share of the Common
Stock on a particular date, shall be (i) if such Common Stock is listed on
a national securities exchange or a foreign securities exchange or traded
on the National Market System, the closing sale price of the Common Stock
on said date on the national securities exchange, the foreign securities
exchange or the National Market System on which the Common Stock is
principally traded, or, if no sales occur on said date, then on the next
preceding date on which there were such sales of Common Stock, or (ii) if
the Common Stock shall not be listed on a national securities exchange or a
foreign securities exchange or traded on the National Market System, the
mean between the closing bid and asked prices last reported by the National
Association of Securities Dealers, Inc. for the over-the-counter market on
said date or, if no bid and asked prices are reported on said date, then on
the next preceding date on which there were such quotations, or (iii) if at
any time quotations for the Common Stock shall not be reported by the
National Association of Securities Dealers, Inc. for the over-the-
<PAGE> 2
counter market and the Common Stock shall not be listed on any national
securities exchange or any foreign securities exchange or traded on the
National Market System, the fair market value based on quotations for the
Common Stock by market makers or other securities dealers as determined by
the Board of Directors in such manner as the Board may deem reasonable.
(h) "Option" means a stock option granted pursuant to this Plan.
(i) "Optionee" means the person to whom an Option is granted.
(j) "Option Price" is defined in Section 6.
(k) "Plan" means this 1995 Nonqualified Stock Option Plan for
Non-Employee Directors, as in effect from time to time.
(l) "Stock Option Agreement" means the written agreement between
an Optionee and the Company evidencing the grant of an Option under the
Plan and setting forth or incorporating the terms and conditions thereof.
3. ADMINISTRATION. The Plan shall be administered by the Board of
Directors. The Board shall have all of the powers necessary to enable it
properly to carry out its duties under the Plan, including but not limited to
the power and duty to construe and interpret the Plan and to determine all
questions that shall arise under the Plan, which interpretations and
determinations shall be conclusive and binding upon all persons. Subject to
the express provisions of the Plan, the Board may establish from time to time
such regulations, provisions and procedures which in its opinion may be
advisable in the administration of the Plan.
Notwithstanding the foregoing or any other provision of this Plan to the
contrary, no discretion concerning decisions regarding the Plan shall be
afforded to a person who is not a "disinterested person" (as defined in the
rules and regulations of the Securities and Exchange Commission under Section
16 of the Act, as in effect from time to time). In the event that it is
necessary for the proper administration of the Plan to exercise any such
discretion, and the Board is so precluded from exercising such discretion, the
Board may delegate any authority to exercise such discretion to a person or
committee of persons, each of whom is a "disinterested person" as so defined.
4. ELIGIBILITY; OPTION GRANTS. Each Director serving on May 1 of each
calendar year beginning May 1, 1995 shall automatically be granted an option to
purchase shares of the Common Stock on May 1 of such calendar year. The first
such Option for a Director shall be for 2,500 shares and each subsequent Option
shall be for 1,000 shares with the number of shares being subject to adjustment
or substitution as provided in Section 8 hereof; provided, however, that such
automatic grants shall be made pro rata to all Directors if on the date of a
grant there shall not be a sufficient number of shares of Common Stock
available under the Plan to make all such grants.
2
<PAGE> 3
5. SHARES AVAILABLE FOR OPTION. The Board of Directors shall reserve
for the purposes of the Plan, and by adoption of the Plan does hereby reserve,
out of the authorized but unissued Common Stock, a total of 100,000 shares of
Common Stock of the Company, subject to adjustment or substitution as provided
in Section 8 hereof. In the event that an Option expires or is terminated
unexercised as to any shares covered thereby, such shares shall not thereafter
be available for the granting of Options under the Plan and the reserve for
such shares shall be terminated.
6. OPTION PRICE. The price at which each share of Common Stock,
subject to adjustment as provided in Section 8 hereof, may be purchased upon
the exercise of an Option (the "Option Price") shall be the Fair Market Value
of the shares of Common Stock subject to the Option on the date such Option is
granted.
7. EXERCISE OF OPTIONS.
(a) Each Option by its terms shall require the Optionee granted
such Option to remain available to serve as a Director of the Company for
one year from the date of the grant of such Option before the right to
exercise any part of such Option will accrue; provided, however, the first
such Option granted to a Director by its terms shall require the Optionee
to remain available to serve as a Director of the Company for only six
months from the date of grant of such Option before the right to exercise
any part of such Option will accrue. The Optionee may thereafter exercise
any or all of such option until the expiration or termination of the
option; provided, that not less than 100 shares may be purchased at any one
time unless the number of shares purchased is the total number at such time
purchasable under the Option. Subject to earlier termination as provided
herein, all Options granted shall expire ten years from the date of grant
thereof.
(b) If an Optionee shall cease to be a Director otherwise than by
such Optionee's death or Disability, then, subject to Subsection 7(a)
hereof, the Option shall be exercisable at any time prior to the earlier of
(i) the expiration date of such Option or (ii) that date which is three
months from the date such Optionee ceases to be a Director, such three
month period to include the date on which such termination occurs. If an
Optionee ceases to be a Director as a result of such Optionee's death or
Disability, then, subject to Subsection 7(a) hereof, the Option shall be
exercisable at any time prior to the earlier of (i) the expiration date of
such option or (ii) that date which is one year from the date such Optionee
ceases to be a Director.
(c) Each Option by its terms shall not be transferable by the
Optionee otherwise than by will, or if the Optionee dies intestate, by the
laws of descent and distribution, and such Option shall be exercisable
during such Optionee's lifetime only by such Optionee. In the event of the
death of an Optionee, then such Optionee's Options shall be exercisable to
the extent herein provided by the executor or personal representative of
the Optionee's estate or
3
<PAGE> 4
by any person who acquired the right to exercise such Option by bequest
under the Optionee's will or by inheritance.
(d) Each Option shall be confirmed by a Stock Option Agreement.
(e) The Option Price for each share of Common Stock purchased
pursuant to the exercise of each Option shall, at the time of the exercise
of the Option, be paid in full in cash or equivalent. An Option shall be
deemed exercised only when written notice of such exercise, together with
payment of the Option Price, is received from the Optionee by the Company
at its principal office. No Optionee shall have any rights as a
shareholder of the Company with respect to Common Stock issuable pursuant
to such Optionee's Option until such Option is duly exercised.
(f) To the extent that an Option is not exercised within the
period of time prescribed therefor as set forth in the Plan, the Option
shall lapse and all rights of the Optionee thereunder shall terminate.
8. ADJUSTMENT OF NUMBER OF SHARES. In the event that a dividend shall
be declared on the Common Stock payable in shares of the Common Stock, the
number of shares of Common Stock subject to grant to each Director each
calendar year, the number of shares then subject to any Option and the number
of shares reserved for issuance pursuant to the Plan shall be adjusted by
adding to each such share the number of shares which would be distributable
thereon if such share had been outstanding on the date fixed for determining
the shareholders entitled to receive such stock dividend. In the event that
the outstanding shares of Common Stock generally shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, or changed into or exchanged for cash
or property or the right to receive cash or property (but not including any
dividend payable in cash or property other than a liquidating distribution),
whether through reorganization, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to grant to each Director each calendar year and
subject to any Option, and for each share of Common Stock reserved for issuance
pursuant to the Plan, the number and kind of shares of stock or other
securities or cash or property or right to receive cash or property into which
each outstanding share of Common Stock shall be so changed or for which each
such share shall be exchanged. In the case of any such substitution or
adjustment as provided for in this Section 8, the Option Price for each share
covered thereby prior to such substitution or adjustment shall be the Option
Price for all shares of stock or other securities or cash or property or right
to receive cash or property which shall have been substituted for such share or
to which such share shall have been adjusted pursuant to this Section 8. No
adjustment or substitution provided for in this Section 8 shall require the
Company in any Stock Option Agreement to issue a fractional share and the total
substitution or adjustment with respect to each Stock Option Agreement shall be
limited accordingly.
9. AMENDMENT OF PLAN. The Board of Directors shall have the right to
amend, suspend or terminate the Plan at any time; provided that, except as and
to the extent authorized and
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<PAGE> 5
permitted by Section 8 above, (a) no amendment, suspension or termination shall
adversely affect the rights of any Optionee as to any outstanding Option
without the consent of such Optionee, subject to any limitation on such rights
set forth in the Plan or such Optionee's Stock Option Agreement except for any
amendment the Board deems necessary to preserve or provide exemptions from the
applicability of Section 16(b) of the Act to the grant, lapse, disposition,
cancellation or exercise of Options; and (b) no amendment relating to the
determination of the Optionees or of the grant dates or of the number of
Options granted to any Optionee, or of the requirement that no discretion
concerning decisions regarding the Plan shall be afforded to a person who is
not a "disinterested person," shall be made more than once every six months,
other than to comport with changes in the Internal Revenue Code of 1986 or the
rules thereunder.
10. RESALES OF SHARES. The Company may impose such restrictions on the
sale or other disposition of shares issued pursuant to the exercise of Options
as the Board deems necessary to comply with applicable securities laws.
Certificates for shares issued upon the exercise of Options may bear such
legends as the Company deems necessary to give notice of such restrictions.
11. COMPLIANCE WITH LAW AND OTHER CONDITIONS. No shares shall be issued
pursuant to the exercise of any Option prior to compliance by the Company, to
the satisfaction of its counsel, with any applicable laws. The Company shall
not be obligated to (but may in its discretion) take any action under
applicable federal or state securities laws (including registration or
qualification of the Plan, the Options or the Common Stock) necessary for
compliance therewith in order to permit the issuance of shares upon the
exercise of Options or the immediate resale thereof by Optionees, except for
actions (other than registration or qualification) that may be taken by the
Company without unreasonable effort or expense and without the incurrence of
any material exposure to liability.
12. NONQUALIFIED OPTIONS. Options granted under the Plan will not be
treated as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986.
13. EFFECTIVE DATE. The Plan shall be effective on February 21, 1995,
subject to approval of the Plan by a plurality of the shares voting on the
approval of the Plan at the 1995 Annual Meeting of Stockholders. Until such
approval shall be obtained, no Options shall be exercisable and if such
approval shall not be obtained prior to the completion of the 1995 Annual
Meeting of Stockholders, this Plan and all Options granted hereunder shall be
void.
5
<PAGE> 1
EXHIBIT 5
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
ATTORNEYS AT LAW
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
Telephone 704/331-7400
Facsimile 704/331-7598
April 21, 1995
Lance, Inc.
Post Office Box 32368
Charlotte, North Carolina 28232
Gentlemen:
You have requested our opinion in connection with the registration
under the Securities Act of 1933, as amended, of 100,000 shares of the $.83-1/3
par value Common Stock (the "Common Stock") of Lance, Inc. (the "Company"), a
North Carolina corporation, by the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by you with the Securities and Exchange
Commission in connection with the Lance, Inc. 1995 Nonqualified Stock Option
Plan for Non-Employee Directors.
We have made such investigations of law, examined original copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments, and
received such statements from officers and representatives of the Company, as
we have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the 100,000
shares of the Common Stock covered by the Registration Statement have been duly
and validly authorized and will be validly issued, fully paid and nonassessable
when issued in accordance with the Lance, Inc. 1995 Nonqualified Stock Option
Plan for Non-Employee Directors and receipt by the Company of the consideration
therefor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lance, Inc.:
We consent to incorporation by reference in the Registration Statement of
Lance, Inc. on Form S-8, filed on April 26, 1995 related to the 1995
Nonqualified Stock Option Plan for Non-Employee Directors, of our report dated
February 20, 1995 relating to the consolidated balance sheets of Lance, Inc.,
and subsidiaries as of December 31, 1994 and December 25, 1993, and the related
consolidated statements of income and retained earnings and cash flows for the
three-year period ended December 31, 1994, which report is incorporated by
reference in the December 31, 1994 annual report on Form 10-K of Lance, Inc.
Our report refers to the adoption of the provisions of the American Institute
of Certified Public Accountants' Statement of Position 93-7, "Reporting on
Advertising Costs" and the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards (SFAS) No. 115 "Accounting
for Certain Investments in Debt and Equity Securities," during the fiscal year
ended December 31, 1994. Our report also refers to the adoption of the
provisions of SFAS No. 109, "Accounting for Income Taxes," and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," as of
the beginning of the fiscal year ended December 25, 1993.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
April 26, 1995
