<PAGE> 1
As Filed With the Securities and Exchange Commission on April 30, 1998
Registration No. 33-58839
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
Post Effective Amendment No. 1 to
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)
----------
B. CLYDE PRESLAR
Vice President and Chief Financial Officer
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(1) per share(2) offering price(2) fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.83 1/3 par value 200,000 shares $21.50 $4,300,000 $1,304
====================================================================================================================================
</TABLE>
- --------
(1) Does not include 100,000 shares registered on Registration Statement
filed April 26, 1995.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) on the basis of $21.50 per share,
the average of the high and low prices for the Common Stock on April
27, 1998 as reported in The Nasdaq Stock Market.
<PAGE> 2
EXPLANATORY NOTE
This Amendment to this Registration Statement relates to the amendment
to the Lance, Inc. 1995 Nonqualified Stock Option Plan for Non-Employee
Directors to increase by 200,000 the number of shares of common stock authorized
to be issued thereunder. This Post Effective Amendment No. 1 amends the
Registrant's Registration Statement on Form S-8, Registration No. 33-58839,
filed with the Securities and Exchange Commission on April 26, 1995.
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 27, 1997.
(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 14, 1998,
partners and associates of Kennedy Covington Lobdell & Hickman, L.L.P. and their
spouses and minor children owned beneficially an aggregate of 923,461 shares of
the Common Stock of the Company, including 897,280 shares held by an estate of
which one attorney is serving as the executor.
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, as amended (Filed herewith).
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (Filed
herewith).
23.1 Consent of KPMG Peat Marwick LLP (Filed herewith).
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 furnished to the Commission by the
Registrant under the Securities Exchange Act of 1934
that are incorporated by reference in the
registration statement.
3
<PAGE> 4
(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.
4
<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 29th day
of April, 1998.
LANCE, INC.
By: /s/ B. Clyde Preslar
------------------------------
B. Clyde Preslar
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Scott C. Lea Chairman of the Board April 29, 1998
- --------------------------------- and Director
Scott C. Lea
/s/ P. A. Stroup, III President, Chief Executive April 29, 1998
- --------------------------------- Officer and Director
P. A. Stroup, III (Principal Executive Officer)
/s/ B. Clyde Preslar Vice President (Principal April 29, 1998
- --------------------------------- Financial Officer)
B. Clyde Preslar
/s/ James C. Melton Controller (Principal April 29, 1998
- --------------------------------- Accounting Officer)
James C. Melton
/s/ Alan T. Dickson Director April 29, 1998
- ---------------------------------
Alan T. Dickson
/s/ J. W. Disher Director April 29, 1998
- ---------------------------------
J. W. Disher
/s/ James H. Hance, Jr. Director April 29, 1998
- ---------------------------------
James H. Hance, Jr.
/s/ William R. Holland Director April 29, 1998
- ---------------------------------
William R. Holland
/s/ Weldon H. Johnson Director April 29, 1998
- ---------------------------------
Weldon H. Johnson
/s/ Nancy Van Every McLaurin Director April 29, 1998
- ---------------------------------
Nancy Van Every McLaurin
Director
- ---------------------------------
Wilbur J. Prezzano
/s/ Robert V. Sisk Director April 29, 1998
- ---------------------------------
Robert V. Sisk
/s/ Isaiah Tidwell Director April 29, 1998
- ---------------------------------
Isaiah Tidwell
/s/ S. Lance Van Every Director April 29, 1998
- ---------------------------------
S. Lance Van Every
5
<PAGE> 6
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
Exhibit Description
------- -----------
4 Lance, Inc. 1995 Nonqualified Stock Option Plan for
Non-Employee Directors, as amended (Filed herewith).
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P. (Filed
herewith).
23.1 Consent of KPMG Peat Marwick LLP (Filed herewith).
23.2 Consent of Kennedy Covington Lobdell & Hickman, LLP (contained
in Exhibit 5).
6
<PAGE> 1
Exhibit 4
LANCE, INC.
1995 NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(As amended)
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
<PAGE> 2
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-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 4,000 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.
<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 300,000 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 by any person who
acquired the right to exercise such Option by bequest under the
Optionee's will or by inheritance.
<PAGE> 4
(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 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
<PAGE> 5
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.
<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 29, 1998
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 an additional 200,000 shares of
the $.83-1/3 par value Common Stock (the "Common Stock") of Lance, Inc. (the
"Company"), a North Carolina corporation, by the Post Effective Amendment No. 1
to Registration Statement on Form S-8, Registration No. 33-58839 (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 (the "Plan").
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 additional
200,000 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 Plan 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 Post Effective Amendment No. 1
to Registration Statement of Lance, Inc. on Form S-8, Registration No. 33-58839,
filed on April 26, 1995 related to the 1995 Nonqualified Stock Option Plan for
Non-Employee Directors, of our report dated February 17, 1998 relating to the
consolidated balance sheets of Lance, Inc., and subsidiaries as of December 27,
1997 and December 28, 1996, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the fiscal years in the
three-year period ended December 27, 1997, which report is incorporated by
reference in the December 27, 1997 annual report on Form 10-K of Lance, Inc.
Our report refers to the adoption of the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," during the fiscal year ended December 30, 1995.
KPMG PEAT MARWICK LLP
Charlotte, North Carolina
April 29, 1998
