DELICIOUS BRANDS INC
8-K, 2000-02-02
GROCERIES & RELATED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): February 1, 2000
                                                 -------------------------------

                             DELICIOUS BRANDS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                 000-24941            06-1255882
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission       (IRS Employer
   of incorporation)           File Number)      Identification No.)


             2070 Maple Street, Des Planes, Illinois     60018
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices)


Registrant's telephone number, including area code: (847) 669-3200
                                                   -----------------------------


<PAGE>
Item 5.  Other Events.
         -------------

         On  February  1,  2000,  Delicious  Brands,  Inc.  (Nasdaq:  DBSI) (the
"Company")  received a letter from the Nasdaq Stock Market ("Nasdaq")  informing
the Company that Nasdaq has determined to delist the Company's  securities  from
The Nasdaq Stock Market effective with the close of business,  February 1, 2000.
For  additional  information,  reference  is made to the news  release  which is
incorporated herein by reference and is attached hereto as Exhibit 99.1.


                                       -2-

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and
         ---------------------------------------------------------
         Exhibits.
         ---------

         (c) Exhibits
         ------------


         Exhibit No.                                 Exhibit
         -----------                                 -------

           99.1            News Release of Delicious Brands dated
                           February 2, 2000.



                                       -3-

<PAGE>

                                   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.


                                          DELICIOUS BRANDS, INC.
                                          ----------------------
                                          (Registrant)



Dated: February 2, 2000              By: /s/ Jeffry W. Weiner
                                         -------------------------------
                                         Name: Jeffry W. Weiner
                                         Title: Executive Vice President
                                                   and Chief Financial Officer



                                       -4-
<PAGE>
                                  EXHIBIT INDEX
                                  -------------


99.1              News Release of Delicious Brands dated February 2, 2000.



NEWS RELEASE



                                                     For Immediate Release
                                                     February 2, 2000



                         Delicious Brand's Common Stock
                      Removed From The Nasdaq Stock Market
                      ------------------------------------



                  DES PLAINES,  IL,  February 2, 2000.  Delicious  Brands,  Inc.
(Nasdaq:  DBSI)  received a letter dated  February 1, 2000 from The Nasdaq Stock
Market that Nasdaq has determined to delist the Company's  Common Stock from the
Nasdaq Stock Market  effective with the close of business,  February 1, 2000. As
previously  disclosed,  the Company no longer  fully  satisfies  all of Nasdaq's
requirements for continued listing.

                  The Company  intends to  immediately  list its Common Stock on
the OTC Bulletin Board.



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