SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
July 25, 2005
------------------------------------------------
Date of Report (date of earliest event reported)
ARMANINO FOODS OF DISTINCTION, INC.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Colorado 0-18200 84-1041418
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
30588 San Antonio Street, Hayward, CA 94544
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(510) 441-9300
--------------------------------------------------
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:
[ ] 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))
Page 1
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 25, 2005, Armanino Foods of Distinction, Inc. (the "Company")
reported its operating results for the quarter and six months ended June 30,
2005. The Press Release is attached hereto as Exhibit 99.1.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On July 25, 2005, The Company announced that it intends to go forward
with its plan to terminate its registration under Section 12(g) of the
Securities Act of 1934, as amended, which will result in the termination of
the listing of its common stock on the NASDAQ Small Cap Market, as originally
announced on March 10, 2005. The Company intends to file a notification on
Form 15 with the Securities and Exchange Commission on or about August 12,
2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibit is furnished pursuant to Item 12 is not to be
considered "filed" under the Securities Exchange Act of 1934, as amended
("Exchange Act"), and shall not be incorporated by reference into any of the
Company's previous or future filings under the Securities Act of 1933, as
amended, or the Exchange Act.
99.1 - Press Release dated July 25, 2005
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARMANINO FOODS OF DISTINCTION, INC.
Dated: July 27, 2005 By: /s/ Edmond J. Pera
Edmond J. Pera, Chief Operating Officer
Page 2