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): October 17, 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 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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On October 17, 2005, officers of the Company, pursuant to authorization by the
Company's Board of Directors and, upon receiving commitments from the required
number of NASDAQ market makers, informed the New York Stock Exchange ("NYSE")
that (1) the Company expects to voluntarily cease trading on NYSE, effective
October 20, 2005, and (2) the Company intends to transfer its listing to NASDAQ.
The Company's shares of common stock have been approved for listing on the
NASDAQ National Market, effective October 21, 2005, and are expected to trade
under the new symbol "TSTY." The Company also received a letter from the NYSE,
dated October 18, 2005, stating that the common stock will be suspended prior to
the opening of trading on October 21, 2005, and that application to the
Securities and Exchange Commission to delist the common stock is pending the
completion of applicable procedures.
A copy of the Company's press release related to the transfer of its listing
from NYSE to NASDAQ is attached to this Report as exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
The information contained in Items 3.01 and 9.01 herein are incorporated in this
Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is filed herewith:
Exhibit 99.1 Press Release dated October 18, 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: October 18, 2005 /s/ David S. Marberger
-----------------------------------
David S. Marberger
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release dated October 18, 2005