Tasty 8K
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): August
1, 2005
|
Tasty
Baking Company
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
Pennsylvania
|
|
1-5084
|
|
23-1145880
|
|
(State
or Other Jurisdiction of
Incorporation
or
Organization)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
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))
Item
3.01. Notice of Delisting or Failure to Satisfy a
Continued
Listing Rule or Standard; Transfer of Listing.
As
previously disclosed in
a
press release and Form 8-K dated
July 28,
2005, the New York Stock Exchange (“NYSE”) announced in June 2005 that it has
changed certain continued listing
criteria, including increased requirements for market capitalization and
shareholders’ equity. Based
on
an
initial assessment period
ending
July 29,
2005, Tasty Baking Company (the
“Company”) received notice
from the
NYSE on August 1, 2005,
that
the
Company
is
currently below the increased
continued listing standard
under Section 802.01B.
Under
the new continued listing requirements, as they apply to the Company, one of
the
conditions which would cause the Company to fall “below criteria” is if the
Company’s
average global market
capitalization is less
than $75
million over a consecutive 30
trading-day period and, at the same time, its stockholders’ equity is
less
than
$75 million.
The
NYSE
has requested
that the
Company
submit
its business plan on
or
about September
15, 2005,
for
review to determine if, in the
NYSE’s
opinion,
the Company would
gain compliance with the new continued
listing requirements within 18 months. If
the
NYSE determines that the business plan
meets the
NYSE’s
requirements, the
Company
would continue to be listed on the NYSE during
the 18 month
period,
pending
quarterly reviews by the NYSE for
compliance with the business plan.
If the
Company
should
be informed by the NYSE that the submitted plan does not meet the NYSE’s
requirements, the Company
would
pursue an alternative trading market for its common stock.
Item
7.01. Regulation
FD.
The
information set forth under Item 3.01 above is incorporated herein by
reference.
“Safe
Harbor Statement” Under the Private Securities Litigation Reform Act of
1995
Except
for historical information contained herein, the matters discussed herein are
forward-looking statements (as such term is defined in the Securities Act of
1933, as amended) that are subject to risks and uncertainties that could cause
actual results to differ materially. There are a number of factors that
may cause actual results to differ from these forward-looking statements,
including the success of marketing and sales strategies and new product
development, the price of raw materials, and general economic and business
conditions. Other risks and uncertainties that may materially affect the
company are provided in the company’s annual reports to shareholders and the
company’s periodic reports filed with the Securities and Exchange Commission
from time to time, including reports on Forms 10-K and 10-Q. Please refer
to these documents for a more thorough description of these and other risk
factors.
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 5, 2005
|
/s/
David S. Marberger
|
| |
David
S. Marberger
|
| |
Senior
Vice President and Chief Financial
Officer
|