SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
FORM 8-K/A
"Amendment No. 1"
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 27, 2006
-------------
Tasty Baking Company
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-5084 23-1145880
------------------------------- ------------ -------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 221-8500
---------------------
Not applicable
-------------------------------------------------------------
(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:
[_] 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))
Explanatory Note: Tasty Baking Company (the "Company") is filing this Amendment
No. 1 to the Current Report on Form 8-K initially filed on July 31, 2006 (the
"Initial Form 8-K") to amend and restate in its entirety the description of the
Three-Year Restricted Stock Program under Item 1.01 to reflect that no target
awards (or range of awards) had been approved for any eligible employees,
including executive officers. All of the other information set forth in the
Initial Form 8-K is otherwise unchanged and is incorporated herein by reference.
Item 1.01. Entry into a Material Definitive Agreement.
Three-Year Restricted Stock Program. A three-year restricted stock award program
(fiscal year 2006 - fiscal year 2008) was approved pursuant to the terms of the
Company's 2006 Long Term Incentive Plan ("LTIP"). Two-hundred fifty thousand
(250,000) shares were allocated to the program with 50,000 shares allotted for
awards for performance in 2006. Under this program, executive officers
(including the Company's Named Executive Officers as defined under SEC rules)
and certain other employees are eligible for an annual award of restricted stock
based on the Company's achievement of certain financial and operational
performance measures which will be set each year. The 2006 performance measures
relate to the Company's operational strategy. Any awards granted under the
program will vest in 2009, subject to Committee approval. The Committee retains
discretion regarding the granting of any award and any additional vesting
requirements. In addition, any awards not granted in any one year may be
included in future awards.
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.
TASTY BAKING COMPANY
--------------------------------
(Registrant)
Date: August 28, 2006 /S/ David S. Marberger
--------------------------------
David S. Marberger
Executive Vice President and
Chief Financial Officer