- --------------------------------------------------------------------------------
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): August 17, 2006
GALAXY NUTRITIONAL FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15345 25-1391475
- ------------------------------ ------------------------ -------------------
(State or other juristidiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2441 Viscount Row
Orlando, Florida 32809
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(407) 855-5500
----------------------------------------------------
(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))
- --------------------------------------------------------------------------------
Section 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On August 17, 2006, the Board of Directors of Galaxy Nutritional Foods, Inc.
(the "Company") approved the grant of options to acquire 100,000 shares of the
Company's common stock to each of David Lipka, Michael Broll and Angelo Morini,
each a director of the Company. Each of these options has an exercise price of
$0.44 (110% of the $.40 market price as quoted on the OTC Bulletin Board on
August 17, 2006). The options were granted outside of any stock option plan and
are immediately vested and expire on August 17, 2011.
Section 8 - Other Events
Item 8.01 Other Events
On August 17, 2006, in recognition of David Lipka's substantial efforts on
behalf of the Company, the Board voted to increase his compensation in his
capacity as Chairman of the Board of Directors of the Company, from $60,000 per
year to $120,000 per year. As a result of this increase, Mr. Lipka will no
longer be considered an "independent" director within the meaning of applicable
securities regulations. In addition, the Board resolved that the entire Board
should act as the audit committee of the Board and appointed Robert Mohel, an
independent director, to serve as Chairman of the meetings of the audit
committee.
Section 9. Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
10.35 Non-plan Option to Purchase Securities of Galaxy Nutritional Foods,
Inc. dated August 17, 2006 in favor of David H. Lipka
(Filed herewith.)
10.36 Non-plan Option to Purchase Securities of Galaxy Nutritional Foods,
Inc. dated August 17, 2006 in favor of Michael E. Broll
(Filed herewith.)
10.37 Non-plan Option to Purchase Securities of Galaxy Nutritional Foods,
Inc. dated August 17, 2006 in favor of Angelo S. Morini
(Filed herewith.)
1
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 21, 2006 Galaxy Nutritional Foods, Inc.
By: /s/ Michael E. Broll
-----------------------
Michael E. Broll
Chief Executive Officer
2