UNITED STATES
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): November 14, 2005
GALAXY NUTRITIONAL FOODS, INC.
(Exact Name of Registrant as Specified in its 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.)
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))
2
Section 1. Registrant's Business and Operations.
Not applicable.
Section 2. Financial Information.
Item 2.02. Results of Operations and Financial Condition The following
information is being furnished under Item 2.02, "Results of Operations and
Financial Condition." This information shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that
Section. This information shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference therein.
On November 14, 2005 Galaxy Nutritional Foods, Inc. issued a press release
disclosing the financial results for its second quarter of fiscal 2006
ended September 30, 2005. A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated into this Item by
reference.
Section 3. Securities and Trading Markets.
Not applicable.
Section 4. Matters Related to Accountants and Financial Statements.
Not applicable.
Section 5. Corporate Governance and Management.
Not applicable.
Section 6. Asset -Backed Securities.
Not applicable.
Section 7. Regulation FD.
Not applicable.
Section 8. Other Events.
Not applicable.
Section 9. Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Financial Results Press Release issued by the Registrant on
November 14, 2005 (Furnished herewith.)
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.
GALAXY NUTRITIONAL FOODS, INC.
November 15, 2005 By: /s/ Salvatore J. Furnari
-----------------------------------
Salvatore J. Furnari
Chief Financial Officer
3