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): July 28, 2005
-------------
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 File Number) Identification No.)
Organization)
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 2.02. Results of Operations and Financial Condition
---------------------------------------------------------
On July 28, 2005, Tasty Baking Company announced its financial results for the
second quarter ended June 25, 2005. A copy of the press release is attached to
this Report as Exhibit 99.1 and is incorporated herein by reference. The
information disclosed in this Report, including Exhibit 99.1 hereto, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as expressly set forth in this
filing.
Item 8.01. Other Events
------------------------
In June 2005, the New York Stock Exchange ("NYSE") announced that it has changed
certain listing criteria, including increased requirements for market
capitalization and shareholders' equity. With the new standards in place and an
initial assessment period ending July 29, 2005, Tasty Baking Company does not
expect to meet the new standards and anticipates the receipt of a letter from
the NYSE in August 2005 notifying the company that it is currently below the
NYSE's recently increased continued listing criteria.
Should the company receive such a letter, it is anticipated that in order to
retain its listing on the NYSE, the company would be required to submit its
business plan to the NYSE 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 plan meets its requirements, Tasty
Baking Company would continue to be listed on the NYSE as TBC.BC pending
quarterly reviews by the NYSE. 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 9.01. Financial Statements and Exhibits
---------------------------------------------
(c) The following exhibit is filed herewith:
Exhibit 99.1 Press Release dated July 28, 2005
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: July 28, 2005 /S/ David S. Marberger
-------------------------------
David S. Marberger
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release dated July 28, 2005