UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 27, 2006
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National Beverage Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-14170 59-2605822
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(Commission File Number) (IRS Employer Identification No.)
One North University Drive
Fort Lauderdale, Florida 33324
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(Address of Principal Executive Offices) (Zip Code)
(954) 581-0922
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(Registrant's Telephone Number, Including Area Code)
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(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))
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS:
This report and the exhibit attached hereto include forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors are described in the Company's Securities and Exchange Commission
filings and the Company disclaims an obligation to update any such factors or to
publicly announce the results of any revisions to any forward-looking statements
contained herein to reflect future events or developments.
Item 7.01 Regulation FD Disclosure
The information included in Item 8.01 of this Form 8-K, including the
letter to shareholders of the Company from the Chairman and Chief Executive
Officer attached as Exhibit 99.1, is incorporated by reference into this Item
7.01 in satisfaction of the public disclosure requirements of Regulation FD.
This information is "furnished" pursuant to Item 7.01 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section, or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. This report will not be deemed a determination or an
admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
Item 8.01 Other Events
On January 27, 2006, Nick A. Caporella, Chairman and Chief Executive
Officer, sent a letter to the shareholders of the company regarding the payment
of the special cash dividend declared December 23, 2005. The letter is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibit
(c) Exhibit 99.1 Letter to shareholders dated January 27, 2006.
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.
National Beverage Corp.
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(Registrant)
Date: January 27, 2006 /s/ Dean A. McCoy
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Dean A. McCoy
Senior Vice President -
Chief Accounting Officer
EXHIBIT INDEX
99.1 Letter to shareholders dated January 27, 2006.