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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 5, 2006
PRO-FAC COOPERATIVE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
0-20539 16-6036816
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(Commission File Number) (IRS Employer Identification No.)
590 WillowBrook Office Park, Fairport, New York 14450
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(Address of Principal Executive Offices) (Zip Code)
(585) 218-4210
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(Registrant's Telephone Number, Including Area Code)
350 Linden Oaks, P.O. Box 30682, Rochester, New York 14603-0682
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 8 - Other Events
Item 8.01. Other Events.
Notice of Failure to Satisfy a Continued Listing Rule.
Although Pro-Fac Cooperative, Inc. (the "Cooperative") does not have a class of
common equity listed on a national securities exchange, its Class A cumulative
preferred stock is listed on the Nasdaq National Market system (Nasdaq: PFACP);
and on June 5, 2006, the Cooperative received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market ("Nasdaq") advising that
the market value of the Cooperative's Class A cumulative preferred stock did not
comply with the minimum $50 million market value of listed securities
requirement for continued listing on the Nasdaq National Market set forth in
Nasdaq Marketplace Rule 4450(b)(1)(A) and, that if the Cooperative does not
demonstrate compliance with Marketplace Rule 4450(b)(1)(A) by July 5, 2006, the
Cooperative would no longer qualify for continued listing on the Nasdaq National
Market. Nasdaq further advised the Cooperative that it may apply to transfer the
listing of its Class A cumulative preferred stock to The Nasdaq Capital Market
(formerly The Nasdaq SmallCap Market) and it is the Cooperative's intention to
make such application. If this application is not approved Nasdaq will provide
written notice that the Cooperative's Class A cumulative preferred stock will be
delisted.
Reference is hereby made to the press release of the Cooperative, dated June 7,
2006, which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
99.1 Press Release issued by Pro-Fac Cooperative, Inc., dated June 7, 2006.
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SIGNATURES
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.
PRO-FAC COOPERATIVE, INC.
June 7, 2006 By: /s/ Stephen R. Wright
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Stephen R. Wright, Chief Executive Officer,
Chief Financial Officer, General Manager
and Secretary
(Principal Executive Officer and Principal
Financial Officer)
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