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): August 12, 2004 GALAXY NUTRITIONAL FOODS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-15345 25-1391475 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2441 Viscount Row 32809 Orlando, Florida (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (407) 855-5500 (Former name or former address, if changed since last report.) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENTS Not applicable. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 99.1 Financial Results Press Release issued by the Company on August 12, 2004 (Filed herewith.) ITEM 9. REGULATION FD DISCLOSURE. (FURNISHING INFORMATION UNDER "ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.") On August 12, 2004, the Company issued a press release disclosing its financial results for its first quarter of fiscal 2005 ended June 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated into this Item by reference. - -------------------------------------------------------------------------------- 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GALAXY NUTRITIONAL FOODS, INC. August 13, 2004 By: /s/ Salvatore J. Furnari --------------------------------- Salvatore J. Furnari Chief Financial Officer - -------------------------------------------------------------------------------- 3