October 27, 2005
VIA EDGAR & FACSIMILE (202) 772-9368
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Carmen Moncada-Terry
Division of Corporate Finance
Re: Galaxy Nutritional Foods, Inc.
Dear Carmen:
Please accept this letter as the response of Galaxy Nutritional Foods,
Inc., a Delaware corporation (the "Company"), to the comments contained in your
letter dated October 19, 2005, to Mr. Michael E. Broll, Chief Executive Officer
of the Company, regarding the Company's Preliminary Proxy Statement on Schedule
14A filed on October 7, 2005. Your comments are set forth below with the
Company's response following the comments in italics.
1. We note your letter dated October 19, 2005, regarding the application of Item
14 of Schedule 14A to your circumstances. You state that you relied on
Instruction 2(b) to Item 14 of Schedule 14A in determining that you were not
required to include pro forma and other financial information required by that
item. We refer you to Instruction 2(a), which indicates that the instruction
applies to transactions in which security holders receive cash as consideration.
As such, it appears this instruction does not apply to you and that you are
required to include all of the information required by Item 14. Please advise or
revise.
We have revised the Preliminary Proxy Statement on Schedule 14A to include
the following: Schedule 14A Item 14(b)(8); Schedule 14A Item 14(b)(10) as it
relates to the target company (i.e., the Company); Schedule 14A Item 14(b)(11)
as it relates to the target company (i.e., the Company); and Schedule 14A Item
14(c)(2).
We have not included Schedule 14A Item 14(b)(9); Schedule 14A Item
14(b)(10) as it relates to the acquiring company; Schedule 14A Item 14(b)(11) as
it relates to the acquiring company; and Schedule 14A Item 14(c)(1). We did not
include the information relating to the acquiring company, Schreiber Foods,
Inc., a privately-held Wisconsin corporation ("Schreiber"), because we believe
such information is not material to the security holders voting on the Proposed
Asset Sale. We believe such information regarding the acquiring company is not
material because the consideration to be paid by Schreiber consists entirely of
cash to be paid at the closing of the Proposed Asset Sale. Schreiber is not
issuing any securities to the Company or its security holders and Schreiber
shall have no ongoing payment obligations to the Company or any of its security
holders with respect to the assets being sold by the Company to Schreiber
following the closing of the Proposed Asset Sale. Thus, we believe that
information regarding Schreiber other than as contained in the Preliminary Proxy
Statement on Schedule 14A would not be material or relevant to the Company's
security holders in evaluating and determining how to vote with respect to the
Proposed Asset Sale.
In addition to the foregoing response, we acknowledge that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Given the time constraints under which the Company is operating with
respect to the Proposed Asset Sale, we would greatly appreciate your immediate
attention to this matter. Please contact LeAnn Hitchcock, the Company's SEC
Compliance Manager, at (407) 291-6315 or Jeff Decker of Baker & Hostetler LLP at
(407) 649-4017 if you have any questions or require any further information
regarding the foregoing responses.
Respectfully submitted,
GALAXY NUTRITIONAL FOODS, INC.
By: /s/ Michael E. Broll
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Name: Michael E. Broll
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Title: Chief Executive Officer
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