UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Galaxy Nutritional Foods, Inc.
(Name of Subject Company (Issuer))
Andromeda Acquisition Corp.
(Offeror)
a wholly owned subsidiary of
MW1 LLC
(Parent of Offeror)
(Names of Filing Persons)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
36317Q 10 4
(CUSIP Number of Class of Securities)
Andromeda Acquisition Corp.
c/o Mill Road Capital, L.P.
2 Sound View Drive, Suite 300
Greenwich, Connecticut 06830
(203) 987-3500
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Peter M. Rosenblum, Esquire
Foley HoagLLP
155 Seaport Boulevard
Boston, Massachusetts 02210
Calculation of Filing Fee | ||
Transaction valuation | Amount of filing fee | |
Not Applicable* | Not Applicable* | |
| * | A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing |
Amount Previously Paid: | Not Applicable | |
Form or Registration No.: | Not Applicable | |
Filing Party: | Not Applicable | |
Date Filed: | Not Applicable | |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject toRule 14d-1. |
| ¨ | issuer tender offer subject toRule 13e-4. |
| x | going-private transaction subject toRule 13e-3. |
| ¨ | amendment to Schedule 13D underRule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
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| Item 12. | Exhibits |
| 99.1 | Andromeda Acquisition Corp. press release issued on February 9, 2009 entitled, “Andromeda Acquisition Corp. Announces Plans to Make a Cash Tender Offer for Galaxy Nutritional Foods at 112% Premium.” |
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Exhibit Index
Exhibit No. | Description | |
| 99.1 | Andromeda Acquisition Corp. press release issued on February 9, 2009 entitled “Andromeda Acquisition Corp. Announces Plans to Make a Cash Tender Offer for Galaxy Nutritional Foods at 112% Premium.” | |
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