8-K

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): October 30, 2008

LANCE, INC.

(Exact Name of Registrant as Specified in Charter)

North Carolina	0-398	56-0292920
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14120 Ballantyne Corporate Place, Ste 350, Charlotte, NC	28277
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s 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:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 31, 2008, Lance, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 27, 2008. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The Company will hold an investor conference call and live webcast on October 31, 2008 to discuss its financial results for the third quarter of 2008. A copy of the slide presentation for the conference call is furnished as Exhibit 99.2 and incorporated herein by reference. The press release and slide presentation contain forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially.

The slide presentation attached hereto also presents measures not derived in accordance with generally accepted accounting principles (“GAAP”). The Company believes the 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 Company’s 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.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year End.

     On October 30, 2008, the Company filed with the Secretary of State of North Carolina Articles of Amendment eliminating its Series A Junior Participating Preferred Stock, no shares of which have been issued. The Articles of Amendment of the Company are attached as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
3.1	Articles of Amendment of Lance, Inc., as filed on October 30, 2008, eliminating the Company’s Series A Junior Participating Preferred Stock.
99.1	Press Release, dated October 31, 2008, with respect to the Company’s financial results for the third quarter ended September 27, 2008.
99.2	Slide Presentation for the October 31, 2008 investor conference call regarding the Company’s financial results for the third quarter ended September 27, 2008.

The information furnished as Exhibits 99.1 and 99.2 hereto 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.

2

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.

	LANCE, INC. (Registrant)
Date: October 31, 2008	By:	/s/ Rick D. Puckett
		Rick D. Puckett
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

3

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
October 30, 2008	0-398

LANCE, INC.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Articles of Amendment of Lance, Inc., as filed on October 30, 2008, eliminating the Company’s Series A Junior Participating Preferred Stock.
99.1	Press Release, dated October 31, 2008, with respect to the Company’s financial results for the third quarter ended September 27, 2008.
99.2	Slide Presentation for the October 31, 2008 investor conference call regarding the Company’s financial results for the third quarter ended September 27, 2008.

EX-3.1

Exhibit 3.1

LANCE, INC.

ARTICLES OF AMENDMENT
ELIMINATING SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK

     The undersigned Corporation hereby submits these Articles of Amendment for the purpose of amending its Restated Articles of Incorporation to eliminate its Series A Junior Participating Preferred Stock:

1.	The name of the Corporation is LANCE, INC.
2.	The following Amendment to the Restated Articles of Incorporation of the Corporation was duly adopted by the Board of Directors of the Corporation on July 24, 2008:

     The Board of Directors does hereby eliminate from its Restated Articles of Incorporation all matters set forth in Articles of Amendment filed with the Secretary of State of North Carolina on July 14, 1998 with respect to the series of Preferred Stock, $1 par value, of the Corporation, designated SERIES A JUNIOR PARTICIPATING PREFERRED STOCK, consisting of One Million (1,000,000) shares, and all shares of the Corporation’s Preferred Stock previously so designated shall resume the status which they had prior to such designation.

     3. No shares of the Corporation’s Series A Junior Participating Preferred Stock, par value $1 per share, have been issued.

     This the 29^th day of October, 2008.

LANCE, INC.
By	/s/ Rick D. Puckett
	Rick D. Puckett
	Executive Vice President

EX-99.1

Exhibit 99.1

CONTACTS:
Russell Allen, Director — Planning & IR (704) 557-8219
Joe Calabrese, Financial Relations Board (212) 827-3772

IMMEDIATE RELEASE
October 31, 2008

Lance, Inc. Reports Results for Third Quarter 2008

• Achieves record third quarter net revenue of $225.6 million, a 14% increase over third quarter 2007

• Reports 2008 third quarter earnings per diluted share of $0.21; impacted by continued ingredient and energy cost pressures

• Lowers 2008 full year earnings estimate based on lower than anticipated third quarter net income; fourth quarter results expected to be in line with the Company’s previous estimates

• Declares quarterly cash dividend of $0.16 per share

Charlotte, NC, — October 31, 2008 — Lance, Inc. (Nasdaq-GS: LNCE) today reported net revenue for the third quarter ended September 27, 2008 of $225.6 million, an increase of 14% over the prior year third quarter net revenue of $198.1 million.

The Company’s branded product sales, which represented 60% of total sales in the quarter, increased approximately 9% from the prior year, driven by higher selling prices and continued strong volume growth in Lance branded home pack sandwich crackers and Cape Cod branded potato chips. Sales gains were partially offset by the continued planned decline in certain trade channels and product lines that the Company has deemphasized as part of its focused growth strategy.

The Company’s non-branded product sales, which represented 40% of total sales in the quarter, increased approximately 22% from the prior year. These results were primarily driven by higher selling prices, continued volume growth from new and existing private brand customers, new product introductions and incremental private brand sales from acquisitions. Approximately 6% of the growth is attributable to acquisitions made earlier in the year.

Lance realized third quarter 2008 net income from continuing operations of $6.8 million, or $0.21 per diluted share, compared to third quarter 2007 net income from continuing operations of $7.6 million, or $0.24 per diluted share.

Net income in the third quarter of 2008, as compared with the third quarter of 2007, was adversely impacted by an approximate $18 million pre-tax increase in the cost of ingredients and higher energy costs of approximately $3 million. The majority of the ingredient cost increase was due to the escalation in flour and vegetable oil prices; however, during the quarter the Company also experienced significantly higher costs for potatoes and peanuts. During the first two months of the quarter, due largely to unusual weather conditions, the Company temporarily purchased potatoes and peanuts on the open market at prices that were significantly higher than

its contracted prices, which negatively impacted the earnings for the quarter by approximately $0.05 per diluted share. In an effort to offset rising ingredient and energy costs, the Company has implemented price increases to its customers throughout the year, with the latest round of price increases effective beginning late in the third quarter. However, the timing of this latest round of pricing did not offset the higher input costs experienced in July and August, resulting in reduced earnings compared to the prior year.

Net revenue from continuing operations for the nine months ended September 27, 2008 was $637.2 million, an increase of approximately 10% compared with the same period in the prior year, and approximately 9% excluding the impact of the Brent & Sam’s acquisition. For the first nine months of 2008, net income from continuing operations was $10.2 million, or $0.32 per diluted share, compared to net income from continuing operations of $22.7 million, or $0.72 per diluted share, for the first nine months of the prior year.

Comments from Management

“We are very encouraged with our continued strong sales growth and the progress we have made against our operational initiatives during the quarter,” commented David V. Singer, President and Chief Executive Officer. “We are also pleased with the successful implementation of price increases that became effective in September and October. However, our third quarter earnings were disappointing and well below our expectations. The earnings shortfall in the quarter was due to a temporary increase in our cost of potatoes and peanuts, higher than anticipated energy costs, and a temporary increase in promotional spending. Our potato and peanut costs are now back to normal, energy costs are declining and we have implemented sufficient pricing to offset our higher input costs. Therefore, we expect a significant rebound in our operating profit margin beginning in the fourth quarter, consistent with our previous goals and expectations. In fact, we began experiencing this margin rebound in September once our pricing actions were implemented and we resumed buying peanuts and potatoes at our lower, contracted rates.”

Mr. Singer added, “The unprecedented jump in the cost of ingredients and energy that began in mid-2007 has masked the improvements we have made in our Supply Chain and Direct Store Delivery systems. Now that our selling prices are aligned with our input costs, we will be back on the path of widening margins that we had established in the first half of 2007.”

Company Revises Revenue, EPS and Capital Spending Estimates for 2008

Based on lower than anticipated third quarter earnings, due primarily to temporary spikes in the cost of potatoes, peanuts, energy and higher trade promotion support, the Company has lowered its 2008 full year earnings per diluted share estimate to a range of $0.53 to $0.57. This revised earnings estimate reflects fourth quarter 2008 earnings consistent with the estimate provided previously. Based on its third quarter results and the assessment of the current sales volume trends for the fourth quarter, the Company is narrowing its 2008 full year net sales estimate to a range of $840 to $850 million. The Company has also revised its capital expenditure projection to approximately $37 to $40 million for the year.

On July 25, 2008, the Company provided a full year net sales estimate range of $830 to $850 million, an earnings per diluted share range of $0.62 to $0.70, and a capital expenditure range of $40 to $42 million.

Dividend Declared

The Company also announced the declaration of a quarterly cash dividend of $0.16 per share on the Company’s common stock. The dividend is payable on November 20, 2008 to stockholders of record at the close of business on November 10, 2008.

Conference Call

Lance, Inc. has scheduled a conference call and presentation with investors at 9:00 am eastern time on Friday, October 31, 2008 to discuss financial results. To participate in the conference call, the dial-in number is (800) 789-3681 for U.S. callers or (706) 634-1425 for international callers. The access code is “LANCE.” A continuous telephone replay of the call will be available beginning at 12:00 pm on October 31, 2008 and running through November 7th at midnight. The replay telephone number is (800) 642-1687 for U.S. callers or (706) 645-9291 for international callers. The replay access code is 68272348. Investors may also access a web-based replay of the conference call at Lance’s web site, www.lance.com.

The conference call and accompanying slide presentation will be webcast live through the Investor Relations section of Lance Inc.’s website www.lance.com. In addition, the slide presentation will be available to download and print approximately 30 minutes before the webcast at Lance’s Investor Relations home page.

About Lance, Inc.

Lance, Inc., headquartered in Charlotte, NC, manufactures and markets snack foods throughout much of the United States and other parts of North America. The Company’s products include sandwich crackers and cookies, potato chips, crackers, cookies, other snacks, sugar wafers, nuts, restaurant style crackers and candy. Lance has manufacturing facilities in North Carolina, Iowa, Georgia, Massachusetts, Texas, Florida, Arkansas and Ontario, Canada. Products are sold under the Lance, Cape Cod and Tom’s brand names along with a number of private label and third party brands. The Company’s products are distributed through a direct-store-delivery system of approximately 1,400 sales routes, a network of independent distributors and direct shipments to customer locations. Products are distributed widely through grocery and mass merchant stores, convenience stores, food service outlets and other channels.

This news release contains statements which may be forward looking within the meaning of applicable securities laws. The statements may include projections regarding future earnings and results which are based upon the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties. Factors that could cause actual results to differ, including price competition and industry consolidation, increases in prices or availability of ingredients, product price increase impact on total revenue, risks from large customers, changes in consumer preferences, implementation of a new information system, product recalls or safety concerns, food industry and regulatory factors, acquisition and divestiture risks, ability to execute strategic initiatives, interest rate, foreign exchange rate risk, credit risks and natural disasters or catastrophic events are discussed in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

LANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per-share amounts)
(unaudited)

	Quarter Ended
	September 27,			September 29,
	2008			2007
Net sales	$	225,587		$	198,052
Cost of sales		143,040			115,692
Gross margin		82,547			82,360
Selling, general and administrative		72,337			70,253
Other (income)/expense, net		(536	)		522
Income from continuing operations before interest and taxes		10,746			11,585
Interest expense, net		708			550
Income tax expense		3,229			3,448
Net income from continuing operations	$	6,809		$	7,587
Loss from discontinued operations		—			(146	)
Income tax benefit		—			(54	)
Net loss from discontinued operations		—			(92	)
Net Income	$	6,809		$	7,495
Basic earnings per share:
From continuing operations	$	0.22		$	0.24
From discontinued operations		—			—
Basic earnings per share	$	0.22		$	0.24
Weighted average shares outstanding — basic		31,243,000			31,034,000
Diluted earnings per share:
From continuing operations	$	0.21		$	0.24
From discontinued operations		—			—
Diluted earnings per share	$	0.21		$	0.24
Weighted average shares outstanding — diluted		31,911,000			31,693,000

LANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per-share amounts)
(unaudited)

	Nine Months Ended
	September 27,			September 29,
	2008			2007
Net sales	$	637,169		$	577,515
Cost of sales		400,192			328,104
Gross margin		236,977			249,411
Selling, general and administrative		219,762			211,336
Other (income)/expense, net		(379	)		1,405
Income from continuing operations before interest and taxes		17,594			36,670
Interest expense, net		2,173			1,768
Income tax expense		5,258			12,174
Net income from continuing operations	$	10,163		$	22,728
Income from discontinued operations		—			45
Income tax expense		—			16
Net income from discontinued operations		—			29
Net Income	$	10,163		$	22,757
Basic earnings per share:
From continuing operations	$	0.33		$	0.74
From discontinued operations		—			—
Basic earnings per share	$	0.33		$	0.74
Weighted average shares outstanding — basic		31,176,000			30,921,000
Diluted earnings per share:
From continuing operations	$	0.32		$	0.72
From discontinued operations		—			—
Diluted earnings per share	$	0.32		$	0.72
Weighted average shares outstanding — diluted		31,765,000			31,506,000

LANCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	September 27, 2008		December 29, 2007
Assets:
Cash and cash equivalents	$	981	$	8,647
Accounts receivable, net		79,006		64,081
Inventories		45,277		38,659
Deferred income taxes		9,158		9,335
Prepaid expenses and other current assets		11,500		12,367
Total Current Assets		145,922		133,089
Fixed assets, net		212,733		205,075
Goodwill and other intangibles, net		86,619		69,127
Other noncurrent assets		5,594		5,712
Total Assets	$	450,868	$	413,003
Liabilities and Stockholders’ Equity:
Accounts payable	$	26,649		21,169
Other current liabilities		55,434		53,468
Short-term debt		7,938		—
Total Current Liabilities		90,021		74,637
Long-term debt		74,000		50,000
Other liabilities		41,970		41,269
Stockholders’ equity		244,877		247,097
Total Liabilities and Stockholders’ Equity	$	450,868	$	413,003

LANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
(unaudited)

	Nine Months Ended
	September 27, 2008			September 29, 2007
Operating Activities:
Net income	$	10,163		$	22,757
Depreciation and amortization		23,917			21,839
Stock-based compensation expense		3,348			2,680
Gain on sale of fixed assets		(333	)		(839	)
Changes in other operating assets and liabilities:
Accounts receivable		(14,201	)		(6,625	)
Inventory		(5,708	)		(2,615	)
Accounts payable		5,046			3,527
Other assets and liabilities		4,869			1,722
Net cash from operating activities		27,101			42,446
Investing Activities:
Purchases of fixed assets		(30,616	)		(28,299	)
Proceeds from sale of fixed assets		2,737			6,895
Business acquisition, net of cash acquired		(23,931	)		—
Purchase of investment		—			(2,090	)
Net cash used in investing activities		(51,810	)		(23,494	)
Financing Activities:
Dividends paid		(15,083	)		(14,878	)
Issuances of common stock		2,292			4,600
Proceeds from debt		32,131			—
Repayments of acquired debt from acquisition		(2,239	)		—
Net cash from/(used in) financing activities		17,101			(10,278	)
Effect of exchange rate changes on cash		(58	)		135
(Decrease)/increase in cash and cash equivalents		(7,666	)		8,809
Cash and cash equivalents at beginning of period		8,647			5,504
Cash and cash equivalents at end of period	$	981		$	14,313

EX-99.2

Exhibit 99.2

Lance, Inc. 3rd Quarter 2008 Conference Call October 31, 2008

3 During this discussion Company management may make forward looking statements within the meaning of applicable securities laws. The statements may include projections regarding future earnings and results which are based upon the Company's current expectations and assumptions, which are subject to a number of risks and uncertainties. Factors that could cause actual results to differ, including price competition and industry consolidation, increases in prices or availability of ingredients, product price increases impact on total revenue, risks from large customers, changes in consumer preferences, implementation of a information system, product recalls or safety concerns, food industry and regulatory factors, acquisition and divestiture risks, ability to execute strategic initiatives, interest rate, foreign exchange rate risk, credit risks and natural disasters or catastrophic events are discussed in the Company's most recent Form 10-K filed with the Securities and Exchange Commission. "Forward-looking Statements"

Lance, Inc. 3rd Quarter 2008 Financial Review Rick Puckett Executive Vice President & Chief Financial Officer

7 Q3 2008 Highlights Solid revenue growth in core products and channels Costs of key ingredients and energy negatively impacted margins Additional price increases implemented late in the quarter Temporary spike in cost of potatoes and peanuts Issues with efficiency in Canadian sugar wafer facilities resolved Continued improvement in supply chain and DSD operating efficiencies

9 Q3 2008 Financial Summary (Continuing Operations - unaudited) * Operating profit percentage is a non-GAAP measure. For a corresponding reconciliation of operating profit percentage to the most comparable GAAP measure, see the reconciliation of non-GAAP measures on page 19. ($ in millions, except for per share amounts)

11 Q3 2008 Net Sales Summary (Continuing Operations- unaudited) ($ in millions)

13 Key 3rd Quarter Statistics (Continuing Operations - unaudited) ($ in millions) * EBITDA is a non-GAAP measure. For a corresponding reconciliation of EBITDA to the most comparable GAAP measure, see the reconciliation of non-GAAP measures on page 20.

15 2008 Financial Summary First Nine Months (Continuing Operations - unaudited) ($ in millions, except for per share amounts) * Operating profit percentage is a non-GAAP measure. For a corresponding reconciliation of operating profit percentage to the most comparable GAAP measure, see the reconciliation of non-GAAP measures on page 19.

17 Net Revenue Growth (Continuing Operations - unaudited)

19 Gross Margin Trend (Continuing Operations - unaudited)

21 SG&A % of Net Sales (Continuing Operations - unaudited)

23 Operating Profit* Margin Trend (Continuing Operations - unaudited) * Operating profit percentage is a non-GAAP measure. For a corresponding reconciliation of operating profit percentage to the most comparable GAAP measure, see the reconciliation of non-GAAP measures on page 21.

25 Selected Cash Flow Items First Nine Months (unaudited) ($ in millions)

27 2008 Full Year Estimates ($ in millions, except for per share amounts)

Lance, Inc. Operations Overview Dave Singer President & Chief Executive Officer

Q3 2008 Results Review Solid Top Line Growth Total sales up 14% Branded sales up 9% Non Branded sales up 22% Operating Margins Rebounding Pricing aligned with input costs beginning in September and October Q4 Operating Margin improving significantly Outlook for 2009 promising Progress on Key Operating Initiatives Strong pipeline of new products Significant focus on transformation of DSD system Supply Chain efficiency continually improving 31

Lance, Inc. Q&A

35 Reconciliation of Non-GAAP Measures This presentation includes certain measures not derived in accordance with generally accepted accounting principles ("GAAP"). Such measures should not be considered substitutes for any measures derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliation of these non-GAAP financial measures to the most nearly comparable GAAP measures, if applicable, is presented on the slides that follow. 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 Company's financial results prepared in accordance with GAAP.

37 Reconciliation of Non-GAAP Measures: Operating Profit % (Continuing Operations - unaudited) ($ in millions)

39 ($ in millions) Reconciliation of Non-GAAP Measures: EBITDA (Continuing Operations - unaudited)

41 Reconciliation of Non-GAAP Measures: Operating Profit % (Continuing Operations - unaudited) ($ in millions)