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): September 11, 1998
GALAXY FOODS COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16251 25-1391475
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
2441 Viscount Row 32809
Orlando, Florida (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (407) 855-5500
(Former name or former address, if changed since last report.)
Page 1 of 5 pages Exhibit Index on Page 4
<PAGE> 2
Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Possible NASDAQ Delisting
The Common Stock, $.01 par value (the "Common Stock"), of
Galaxy Foods Company (the "Company") is quoted on the National
Association of Securities Dealers Automated Quotation
("NASDAQ") SmallCap Market ("NASDAQ SmallCap") under the
symbol "GALX." On June 11, 1998, the Company received a notice
(the "NASDAQ Notice") from The Nasdaq Stock Market, Inc. that
the Common Stock failed to maintain a closing bid price greater
than or equal to $1.00 during a review period of 30 consecutive
trading days immediately preceding the date of the notice. In
accordance with NASDAQ rules, securities listed on NASDAQ
SmallCap must maintain a minimum bid price of $1.00 to be
eligible for continued listing.
The NASDAQ Notice stated that no delisting would occur if
the Common Stock achieved compliance with the minimum bid price
requirement by maintaining a closing bid price of $1.00 or
greater for ten consecutive trading days during the 90 calendar
day period following the date of the NASDAQ Notice. The Common
Stock failed to meet the minimum bid price requirement during the
90 day period which ended September 11, 1998.
The Company intends to contest the delisting of its Common
Stock and has filed a request with the NASDAQ Listing
Qualifications Hearing Department for a hearing. The Company's
request for a hearing stays the delisting until a determination
by the NASDAQ hearing panel. A date for the hearing has not been
set as of this time.
On Friday, September 11, 1998, the Company issued a press
release disclosing the foregoing. A copy of the press release is
attached hereto as an exhibit.
Item 6. Resignations of Registrant's Directors.
Not applicable.
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibit 99.1 Press Release issued by the Company dated September 11, 1998
(Filed herewith.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
GALAXY FOODS COMPANY
September 11, 1998 By: /s/ Angelo S. Morini
Name: Angelo S. Morini
Title: President
<PAGE> 4
EXHIBITS INDEX
Exhibit
No. Exhibit Description Page No.
99.1 Press Release issued by the Registrant dated
September 11, 1998 5
(Filed herewith.)
<PAGE> 5
EXHIBIT 99.1
Press Release issued by the Registrant, dated September 11, 1998
ORLANDO, FLORIDA (September 11, 1998) - Galaxy Foods Company
(NASDAQ: GALX) today reported the Company has been notified by
Nasdaq of a potential delisting from their Small Cap Market.
During 1997, Nasdaq issued new criteria for their SmallCap
Market. These criteria included requirements for net tangible
assets, public float, number of shareholders and minimum bid
price. As of September 11, 1998, the date on which the proposed
delisting was to occur, Galaxy Foods far exceeds each new
requirement, with the exception of maintaining a minimum bid
price of $1.00. On September 11, 1998, the Company requested a
hearing to appeal the proposed delisting. The Company
anticipates that if it is delisted from Nasdaq following the
hearing, that its shares will trade on the OTC bulletin board.
Galaxy Foods Company has reported five consecutive quarters of
net profits and anticipates another profitable quarter for
September 30, 1998. In addition, the Company is projecting
strong growth in sales for the quarter ending September 30, 1998.
Galaxy Foods Company produces a complete line of healthy cheese
and dairy related products for the retail, food service and
industrial markets. Galaxy Foods is the inventor and originator
of formagg, a new, healthier and better way to make cheese.
Formagg products are low or no fat (no saturated fat), have no
cholesterol and no lactose and contain more vitamins and minerals
than conventional cheese. Other Galaxy brand names include
Soyco, Soymage, Veggie Slices, Wholesome Valley, and Lite Bakery.
For more information, contact Rebecca Barksdale at (407) 855-
5500, extension 105. You may also obtain more information from
our site on the World Wide Web at http://www.galaxyfoods.com
(best viewed through Netscape Navigator).
