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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2006
GALAXY NUTRITIONAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15345 25-1391475
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(State or other (Commission File Number) (IRS Employer
juristidiction of incorporation) Identification No.)
2441 Viscount Row
Orlando, Florida 32809
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(Address of Principal Executive Offices) (Zip Code)
(407) 855-5500
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(Registrant's telephone number, including area code)
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))
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Section 1. Registrant's Business and Operations
Item 1.02 Termination of a Material Definitive Agreement.
After Galaxy Nutritional Foods, Inc. (the "Company") outsourced its
manufacturing and distribution functions in December 2005, the Company sought to
sublease or terminate its operating lease on its unused distribution facilities
in Orlando, Florida. Effective July 31, 2006, the Company entered into a lease
termination agreement with its landlord, CLP Industrial Properties, regarding
its unused leased distribution facilities whereby the landlord will release the
Company from $1,068,869 in future payment obligations from August 1, 2006
through July 31, 2009 under the terms of its current operating lease, in
exchange for a termination fee of $228,859 payable as follows: $128,859 upon the
effective date, followed by payments of $75,000 and $25,000 thirty and
forty-five days thereafter, respectively.
Item 9.01 Financial Statements and Exhibits
10.32 Termination Agreement dated July 31, 2006 between Galaxy Nutritional
Foods, Inc. and CLP Industrial Properties (filed herewith).
99.1 Press Release regarding the termination issued by the Company on
August 3, 2006 (filed herewith).
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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.
Dated: August 3, 2006 Galaxy Nutritional Foods, Inc.
By: /s/ Salvatore J. Furnari
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Salvatore J. Furnari
Chief Financial Officer
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