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): March 28, 2007
Tasty Baking Company
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-5084 23-1145880
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 221-8500
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Not applicable
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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:
|_| 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Fred C. Aldridge, who has served on the Board of Directors of Tasty Baking
Company (the "Company") since 1981, has announced that he will retire as a Class
I Director following the Company's Annual Meeting of Shareholders on May 10,
2007.
(d) On March 28, 2007, the Board of Directors of Tasty Baking Company increased
the size of the Board from nine to ten members effective as of April 15, 2007.
The Board of Directors also appointed Mark T. Timbie as a Class I Director
effective as of April 15, 2007. Mr. Timbie is President - North American
Consumer Foods of McCormick & Company, Incorporated.
Mr. Timbie will be eligible to receive fees under the Company's
director compensation program at the same level as other non-employee directors.
In addition, upon his appointment to the Board effective April 15, 2007, Mr.
Timbie will be granted 2,000 restricted shares of the Company's common stock
with a Grant Date of April 15, 2007, which will vest and become nonforfeitable
on the fifth anniversary of the Grant Date provided Mr. Timbie remains a
director.
Item 7.01 Regulation FD Disclosure.
On April 3, 2007, Tasty Baking Company issued a press release announcing Mr.
Aldridge's retirement and Mr. Timbie's appointment. A copy of the press release
is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item
7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
Exhibit 99.1 Press Release dated April 3, 2007
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
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(Registrant)
Date: April 3, 2007 /S/ David S. Marberger
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David S. Marberger
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated April 3, 2007