SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exch
ange Act of 1934
(Amendment No. _______)
X Filed by the Registrant
_____ Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement
__ Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant
to 240.14a-11(c) or 240.14a-12
GALAXY FOODS COMPANY, a Delaware corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Regi
strant)
Payment of Filing Fee (Check the approximate box)
X No fee required.
_____ Fee computed on table
below per Exchange Act Rules 14a-6(i)(4) and
O-11.
1. Title of each class
of securities to which transaction
applies:
2. Aggregate number of
securities to which transaction applies:
3. Per unit price or
other underlying value of transaction
computed pursuant to Exchange Act
Rule O-11 (set forth the amount on which
the filing fee is calculated and state
how it was determined):
4. Proposed maximum
aggregate value of transaction:
5. Total fee paid:
<PAGE> 2
_____ Fee paid previously with
preliminary materials.
_____ Check box if any part of
the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously.
Identify the previous filing by registration
statement number, or the Form or Schedule and
the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
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GALAXY FOODS COMPANY
2441 Viscount Row
Orlando, Florida 32809
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 20, 2000
To the Shareholders:
The Special Meeting of Shareholders of Galaxy Foods Company (the
"Company"), will be held June 20, 2000 at 10:00 a.m. at 2441
Viscount Row in Orlando, Florida for the following purposes:
1. To consider and act upon a proposal to amend the
Company's Certificate of Incorporation, as amended, to
change the name of the Company to "Galaxy Nutritional
Foods, Inc."
5. To transact such other business as may properly come
before the meeting and any adjournment thereof.
Shareholders of record at the close of business on May 15, 2000
will be entitled to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors
/s/ Cynthia L. Hunter
Cynthia L. Hunter
Corporate Secretary
Orlando, Florida
April 19, 2000
SHAREHOLDERS ARE REQUESTED TO SIGN THE ENCLOSED PROXY AND RETURN
IT IN THE ENCLOSED STAMPED ENVELOPE BY RETURN MAIL. IF YOU
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE> 4
GALAXY FOODS COMPANY
2441 Viscount Row
Orlando, Florida 32809
April 19, 2000
PROXY STATEMENT
FOR
THE SPECIAL MEETING OF SHAREHOLDERS
to be held June 20, 2000
Proxies in the form enclosed with this proxy statement are
solicited by the Board of Directors of Galaxy Foods Company (the
"Company"), a Delaware corporation, for the use at the Special
Meeting of Shareholders to be held June 20, 2000 at 10:00 a.m. at
2441 Viscount Row in Orlando, Florida.
Only shareholders of record as of May 15, 2000 will be entitled
to vote at the meeting and any adjournment thereof. As of April
19, 2000, 9,196,953 shares of Common Stock, par value $.01 per
share, of the Company were issued and outstanding. Each share of
Common Stock outstanding as of the record date will be entitled
to one vote, and shareholders may vote in person or by proxy.
Execution of a proxy will not, in any way, affect a shareholders'
right to revoke it by written notice to the Secretary of the
Company at any time before it is exercised or by delivering a
later executed proxy to the Secretary of the Company at any time
before the original proxy is exercised. This proxy statement and
the form of proxy were first mailed to shareholders on or about
May 18, 2000.
All properly executed proxies returned in time to be cast at the
meeting will be voted. The shareholders will consider and vote
upon a proposal to amend the Company's Certificate of
Incorporation, as amended, to change the name of the Company to
"Galaxy Nutritional Foods, Inc." Where a choice has been
specified on the proxy with respect to the foregoing matter, the
shares represented by the proxy will be voted in accordance with
the specification, and will be voted FOR if no specification is
indicated.
The Board of Directors knows of no other matter to be presented
at the meeting. If any other matter should be presented at the
meeting upon which a vote may properly be taken, shares
represented by all proxies received by the Board of Directors
will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.
PROPOSAL ONE TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION,
AS AMENDED, TO CHANGE THE NAME OF THE COMPANY TO
"GALAXY NUTRITIONAL FOODS, INC."
<PAGE> 5
GENERAL
The Board of Directors of the Company has approved an amendment
to the Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation") to change the name of the Company
to "Galaxy Nutritional Foods, Inc." A copy of the proposed
amendment to the Certificate of Incorporation changing the name
of the Company, in substantially the form in which it is proposed
to be filed, is attached as Exhibit A.
PURPOSE OF THE CHANGE OF THE COMPANY'S NAME TO "GALAXY NUTRITIONAL
FOODS, INC."
The purpose of the name change is to more clearly define the
Company to its customers and to the financial markets as a
company whose primary focus is the development, production, and
distribution of healthy, nutritional foods. The proposed name
change is consistent with the Company's historical marketing
strategies and its efforts to brand its products in the
nutritional food segment of the food manufacturing industry. The
Company's main focus is on producing, marketing, selling and
distributing healthy dairy-related alternatives for the retail,
health food and food service markets and management believes that
the name change will assist in distinguishing the Company as a
producer of healthy foods, rather than a traditional food
manufacturer.
If the name change is approved, shareholders will not be required
to exchange their stock certificates issued under the name
"Galaxy Foods Company" for stock certificates issued under the
Company's new name.
EFFECTIVENESS
In accordance with Delaware law and notwithstanding approval of
the amendment by shareholders, at any time prior to the filing of
the Certificate of Amendment, the Board of Directors may, in its
sole discretion, abandon the proposed amendment without any
further action by shareholders.
VOTING
Assuming the presence of a quorum, the affirmative vote of the
holders of a majority of the voting power of the outstanding
shares of Common Stock is necessary for approval of the change in
the Company's name to "Galaxy Nutritional Foods, Inc."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE ``FOR'' THE
APPROVAL OF THE CHANGE IN THE COMPANY'S NAME.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth to the knowledge of Management,
each person of entry who is the beneficial owner of more than 5%
of the 9,196,953 shares of the Company's Common Stock, $.01 par
value ("Common Stock") outstanding as of April 19, 2000, the
number of shares owned by each such person and the percentage of
the outstanding shares represented thereby.
<PAGE> 6
Amount and
Name and Address Nature of Percent
of Beneficial Owner Beneficial Ownership(1) of Class(2)
Angelo S. Morini
2441 Viscount Row
Orlando, Florida 32809 4,952,743 (3) 46%
Cede & Co.
Box #20
Bowling Green Station
New York, New York 5,075,015 (4) 53.8%
(1) The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of these
shares.
(2) The total number of shares outstanding assuming the exercise
of all currently exercisable and vested options and warrants held
by all executive officers, current directors, and holders of 5%
or more of the Company's issued and outstanding Common Stock is
10,747,884 shares. Does not assume the exercise of any other
options or warrants.
(3) Includes options to acquire 1,520,072 shares of the
Company's Common Stock. All of Mr. Morini's options currently
are exercisable at $3.31 to $5.75 per share. The original
exercise prices of 20,215 of the options ranged from $17.50 per
share to $25.03 per share. The exercise prices of these options
were reduced by the Board of Directors to $3.50 per share on
August 31, 1993. Options expire as to 7,143 shares on December
4, 1997, as to 13,072 shares on October 1, 2001 as to 142,858 on
July 1, 2007, and as to 1,357,000 shares on June 15, 2009. Also
includes 715 shares owned by Mr. Morini that are held in a
nominee name and 286 shares held in joint tenancy. With the
exception of the options and the shares held in a nominee name,
all of Mr. Morini's shares are held by Morini Investments Limited
Partnership, a Delaware limited liability partnership, of which
Angelo Morini is the Limited Partner and Morini Investments LLC
is the General Partner. Mr. Morini is the sole general partner
of Morini Investments LLC.
(4) Cede & Co. is a share depository used by shareholders to
hold stock in street name. Does not include 715 shares
beneficially owned by Angelo S. Morini and held by Cede & Co. in
street name.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of April 19, 2000, the number
of shares owned directly, indirectly and beneficially by each
executive officer and each director and director-nominee of the
Company, and by all executive officers and directors as a group:
Amount and
Name and Address Nature of Percent of
of Beneficial Owner Beneficial Ownership (1) Class (2)
Angelo S. Morini
Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809 4,952,743 (3) 46%
<PAGE> 7
Douglas A. Walsh
607 Tamiami Trail
Ruskin, Florida 33570 3,239 (4) *
Marshall K. Luther
Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809 9,190 (5) *
Joseph Juliano
Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809 9,286 (6) *
Keith A. Ewing
Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809 11,000 (7) *
All executive officers and directors
as a group 4,985,458 46 %
* Less than 1%.
(1) The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of these
shares.
(2) The total number of shares outstanding assuming the exercise
of all currently exercisable and vested options and warrants held
by all executive officers, directors, and holders of 5% or more
of the Company's issued and outstanding Common Stock is
10,747,884 shares. Does not assume the exercise of any other
options or warrants.
(3) Includes options to acquire 1,520,072 shares of the Company's
Common Stock. All of Mr. Morini's options currently are
exercisable at $3.31 to $5.75 per share. The original exercise
prices of 20,215 of the options ranged from $17.50 per share to
$25.03 per share. The exercise prices of these options were
reduced by the Board of Directors to $3.50 per share on August
31, 1993. Options expire as to 7,143 shares on December 4, 1997,
as to 13,072 shares on October 1, 2001 as to 142,858 on July 1,
2007, and as to 1,357,000 shares on June 15, 2009. Also includes
715 shares owned by Mr. Morini that are held in a nominee name
and 286 shares held in joint tenancy. With the exception of the
options and the shares held in a nominee name, all of Mr.
Morini's shares are held by Morini Investments Limited
Partnership, a Delaware limited liability partnership, of which
Angelo Morini is the Limited Partner and Morini Investments LLC
is the General Partner. Mr. Morini is the sole general partner
of Morini Investments LLC.
(4) Dr. Walsh, a current member of the Board of Directors, was
granted an option to acquire 2143 shares of Common Stock on
January 31, 1992 for an exercise price of $21.00 per share. This
option expires on January 31, 2002. The closing bid price of the
Company's Common Stock as quoted on the NASDAQ System on January
30, 1992 was $17.50 per share. Dr. Walsh was granted an
additional option on October 1, 1992 to acquire 72 shares of
Common Stock at an exercise price of $20.13 per share. This
option expires on October 1, 2002. The closing bid price of the
Company's Common Stock as quoted on the NASDAQ System on
September 30, 1992 was $18.38 per share. The exercise price of
all of Dr. Walsh's then existing options was reduced to $14.00
per share on January 31, 1994. The closing bid price of the
Company's Common Stock as quoted on the NASDAQ System on January
28, 1994 was $32.38 per share. On October 1, 1994, Dr. Walsh was
granted an option to acquire 143 shares at an exercise price of
$19.25 per share. The closing bid price of the Company's Common
Stock as quoted on the NASDAQ System on September 30, 1994, was
$20.13 per share. This option expires on October 1, 2004. On
October 1, 1995, Dr. Walsh was granted an option to acquire 143
shares at an exercise price of $4.13 per share. The closing bid
price of the Company's Common Stock as quoted on the NASDAQ
System on September 29, 1995, was $4.16 per share. This option
expires on October 1, 2005. On October 1, 1996, Dr. Walsh was
granted an option to acquire 286 shares at an exercise price of
$10.29 per share which expire on October 1, 2006. The closing
bid price of the Company's Common Stock as quoted on the NASDAQ
System on September 30, 1996 was $10.50 per share. On October 1,
1997, he was granted an option to acquire 286 shares at an
exercise price of $8.31 per share which expire on October 1,
2007. The closing bid price of the Company's Common Stock as
quoted on the NASDAQ system on September 30, 1997 was $8.31 per
share. On October 1, 1998, he was granted an option to acquire
286 shares at an exercise price of $3.06 per share which expire
on October 1, 2008. The closing bid price of the Company's
Common Stock as quoted on the NASDAQ system on September 30, 1998
was $3.06 per share. On October 1, 1999, he was granted an
option to acquire 286 shares at an exercise price of $4.13 per
share which expire on October 1, 2009. The closing bid price of
the Company's Common Stock as quoted on the NASDAQ system on
September 30, 1999 was $4.13 per share. All of Dr. Walsh's
options currently are exercisable.
<PAGE> 8
(5) Mr. Luther, a current member of the Company's Board of
Directors, holds warrants to acquire 7143 shares of Common Stock
at a price of $4.48 per share. These warrants were granted as
compensation for work per the terms of Mr. Luther's former
agreement with the Company to serve as Senior Vice President of
Marketing for a term of one year. In addition, Mr. Luther was
granted options to acquire 2,143 shares of the Company's Common
Stock on January 31, 1996, for an exercise price of $5.69 per
share, which option expires on January 31, 2006. On October 1,
1996, Mr. Luther was granted an option to acquire 190 shares at
an exercise price of $10.29 per share which expire on October 1,
2006. The closing bid price of the Company's Common Stock as
quoted on the NASDAQ System on September 30, 1996 was $10.50 per
share. On October 1, 1997, he was granted an option to acquire
286 shares at an exercise price of $8.31 per share which expire
on October 1, 2007. The closing bid price of the Company's
Common Stock as quoted on the NASDAQ system on September 30, 1997
was $8.31 per share. On October 1, 1998, he was granted an option
to acquire 286 shares at an exercise price of $3.06 per share
which expire on October 1, 2008. The closing bid price of the
Company's Common Stock as quoted on the NASDAQ system on
September 30, 1998 was $3.06 per share. On October 1, 1999, he
was granted an option to acquire 286 shares at an exercise price
of $4.13 per share which expire on October 1, 2009. The closing
bid price of the Company's Common Stock as quoted on the NASDAQ
system on September 30, 1999 was $4.13 per share. All of Mr.
Luther's options currently are exercisable.
(6) Mr. Juliano, a current member of the Company's Board of
Directors, was granted on October 1, 1999, options to acquire 72
shares at an exercise price of $4.13 per share which expire on
October 1, 2009. The closing bid price of the Company's Common
Stock as quoted on the NASDAQ system on September 30, 1999 was
$4.13 per share. All of Mr. Juliano's options currently are
exercisable.
(7) Includes options to acquire 10,000 shares of the Company's
Common Stock which were granted to Mr. Ewing in fiscal 2000
pursuant to the Company's 1996 Stock Option Plan. Such options
are exercisable at $3.75 per share and expire on February 10,
2010. None of these options are currently exercisable.
OTHER BUSINESS
The Board of Directors knows of no business which will be
presented for consideration at the meeting other than stated
above. If any other business should come before the meeting,
votes may be cast pursuant to proxies in respect to any such
business in the best judgment of the person or persons acting
under the proxies.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company.
In addition to soliciting shareholders by mail of by its regular
employees, the Company may request banks and brokers to solicit
their customers who have stock of the Company registered in the
name of a nominee and, if so, will reimburse such banks and
brokers for their reasonable out-of-pocket costs. Solicitation by
officers and employees of the Company, none of whom will receive
additional compensation therefor, may also be made of some
shareholders in person or by mail, telephone or telegraph,
following the original solicitation.
<PAGE> 9
SHAREHOLDER PROPOSALS
It is anticipated that the Company's next annual meeting of
shareholders will be held in October 2000, and proposals of
shareholders intended for inclusion in the proxy statement will
be furnished to all shareholders entitled to vote at the next
annual meeting of the Company, and must be received at the
Company's principal executive offices no later than July 15,
2000. It is suggested that proponents submit their proposals by
certified Mail-Return Receipt Requested. Notice of shareholder
proposals outside the processes of Rule 14a-8 of the Securities
Exchange Act of 1934, as amended, (for proposals submitted for
inclusion in proxy statement and form of proxy) for the next
annual meeting of shareholders must be received at the Company's
principal executive offices no later than September 20, 2000.
The Company will provide without charge to each person whose
proxy is being solicited hereby, upon the written request of such
person, a copy of the Company's annual report on Form 10-K,
including the financial statements and the financial statement
schedules, filed with the Securities and Exchange Commission for
the Company's fiscal year ended March 31, 1999. All such
requests should be directed to Investor Relations, at 2441
Viscount Row, Orlando, Florida 32809.
