UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 20, 2006
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))
FORWARD LOOKING STATEMENTS
THIS FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS. THESE STATEMENTS RELATE TO
FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE FORWARD-LOOKING
STATEMENTS ARE BASED ON OUR CURRENT EXPECTATIONS, ESTIMATES AND PROJECTIONS
ABOUT OUR INDUSTRY, MANAGEMENT'S BELIEFS AND CERTAIN ASSUMPTIONS MADE BY OUR
COMPANY. WORDS SUCH AS "ANTICIPATE," "EXPECT," "INTEND," "PLAN," "BELIEVE,"
"SEEK," "PROJECT," "ESTIMATE," "MAY," "WILL," AND VARIATIONS OF THESE WORDS OR
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN
RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE,
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM OUR HISTORICAL RESULTS AND THOSE
EXPRESSED OR FORECASTED IN ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF A
VARIETY OF FACTORS, INCLUDING THOSE SET FORTH IN "RISK FACTORS" AND ELSEWHERE
IN, OR INCORPORATED BY REFERENCE INTO, THIS FORM 10-K/A. WE UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS FOR ANY
REASON, EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE
FUTURE.
Section 3. Securities and Trading Market.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On April 20, 2006, the Company received a letter from the American Stock
Exchange ("AMEX" or the "Exchange"), notifying the Company that it intends to
proceed with the filing of an application with the Securities and Exchange
Commission (the "SEC") to strike the common stock from listing and registration
on the Exchange.
By letters dated September 29, 2005 and October 12, 2005, AMEX advised the
Company that it was not in compliance with AMEX's continued listing
requirements. Specifically, the AMEX notices stated that the Company is not in
compliance with (i) Section 1003(a)(i) of the AMEX Company Guide, because the
Company's shareholders' equity is less than $2,000,000 and it sustained losses
from continuing operations and/or net losses in two out of its three most recent
fiscal years; (ii) Section 1003(a)(ii) of the AMEX Company Guide, because the
Company's shareholders' equity is less than $4,000,000 and it sustained losses
from continuing operations and/or net losses in three out of its four most
recent fiscal years; (iii) Section 1003(a)(iii) of the AMEX Company Guide,
because the Company's shareholders' equity is less than $6,000,000 and it
sustained losses from continuing operations and/or net losses in its five most
recent fiscal years; and (iv) Section 1003(a)(iv) of the AMEX Company Guide,
because the Company has sustained losses which are so substantial in relation to
its overall operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in the opinion of
AMEX, as to whether the Company will be able to continue operations and/or meet
its obligations as they mature.
On October 28, 2005, the Company submitted a plan to AMEX, advising AMEX of
actions that it has taken, or will take, that would bring the Company into
compliance with the above violations and on December 16, 2005, AMEX notified the
Company that it accepted the Company's plan to regain compliance and granted the
Company an extension until March 29, 2007 to regain compliance with the
continued listing standards. AMEX advised that if the Company is not in
compliance with the continued listing standards at the conclusion of the
respective plan periods or does not make progress consistent with the plan
during the plan periods, AMEX staff will initiate delisting proceedings as
appropriate.
After a review of the Company's most recent financials and other information
along with discussions Galaxy representatives, AMEX believes that the Company
has not shown progress consistent with the Plan as submitted on October 28,
2005. Additionally, the April 20, 2006 letter from AMEX stated that the Company
is also not in compliance with Section 1003(f)(iv) of the Company Guide which
states that the Exchange will normally consider suspending dealings in or
removing from the list, a company that fails or refuses to pay, when due, any
applicable listing fees established by the Exchange. The Company has an
outstanding payable of $40,448.26 related to a Listing of Additional Shares
Application that was invoiced to the Company on February 21, 2006.
Based on the foregoing, AMEX concluded that it is appropriate to initiate
immediate delisting proceedings. The Company does not intend to appeal this
conclusion by AMEX. The April 20, 2006 letter from AMEX states that the
determination by AMEX will become final on April 27, 2006. AMEX will then
suspend trading in the Company's common stock and will submit an application to
the Securities and Exchange Commission to strike the Company's common stock from
listing and registration on AMEX. Based upon information provided by AMEX, it is
currently anticipated that the Company's shares will be delisted from AMEX
effective on or prior to May 4, 2006. Upon the delisting of the Company's shares
from AMEX, management believes, based upon information provided by AMEX, that
the Company's common stock will be quoted on the OTC Bulletin Board.
On April 26, 2006, the Company issued a press release announcing the matters
discussed above. The full text of the press release is attached as Exhibit 99.1
to this report.
Section 8. Other Events
Item 8.01 Other Events.
On April 26, 2006, the Company issued a press release announcing that the
Company's previously publicly announced efforts to pursue certain strategic
alternatives, including the potential sale of the Company, were unsuccessful and
announced an end to that process. The full text of the press release is attached
as Exhibit 99.1 to this report.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
99.1 Press Release regarding strategic alternatives and AMEX
issued by the Company on April 26, 2006 (Filed 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 thereunto duly authorized.
GALAXY NUTRITIONAL FOODS, INC.
April 26, 2006 By: /s/ Salvatore J. Furnari
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Name: Salvatore J. Furnari
Title: Chief Financial Officer