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 27, 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)
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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))
Section 8 - Other Events
Item 8.01. Other Events.
Transfer of Listing.
Pro-Fac Cooperative, Inc.'s application to transfer the listing of its Class A
cumulative preferred stock from the Nasdaq National Market system (Nasdaq:
PFACP) to The Nasdaq Capital Market was approved on June 27, 2006. The
Cooperative's Class A cumulative preferred stock will begin trading on The
Nasdaq Capital Market on June 29, 2006. The Cooperative's symbol will remain:
PFACP.
Although the Cooperative does not have a class of common equity listed on a
national securities exchange, its Class A cumulative preferred stock is
currently listed on the Nasdaq National Market system. However, as the
Cooperative indicated in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 7, 2006, the Cooperative received a
letter, dated June 5, 2006, 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 did 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. In that letter, Nasdaq also
advised the Cooperative that it may apply to transfer the listing of its Class A
cumulative preferred stock to The Nasdaq Capital Market.
As the Cooperative previously indicated it would, the Cooperative submitted an
application to transfer the listing of its Class A cumulative preferred stock to
The Nasdaq Capital Market.
Reference is hereby made to the press release of the Cooperative, dated June 28,
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 28, 2006.
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 28, 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)