tasty8k122209.htm
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): December
16, 2009
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Tasty
Baking Company
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(Exact
Name of Registrant as Specified in
Charter)
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Pennsylvania
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1-5084
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23-1145880
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(State
or Other Jurisdiction of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Navy
Yard Corporate Center, Three Crescent Drive, Suite 200, Philadelphia,
PA 19112
(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
7.01 Regulation FD Disclosure.
On
December 22, 2009, Tasty Baking Company (the “Company”) issued a press release
announcing the status of the transition to its new bakery within the
Philadelphia Navy Yard. A copy of the press release is attached to
this Report as Exhibit 99.1 and is incorporated into this Item 7.01 by
reference. The information disclosed in this Item 7.01 of 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 filed under the Securities Act of 1933,
as amended, or any other document filed with the SEC, except as specifically set
forth in such document.
Item 8.01 Other
Events.
On
December 22, 2009, the Company announced that it is now operating three of the
seven production lines at its new bakery within the Philadelphia Navy Yard, and
that the operational transition to the new bakery is ahead of schedule and is
projected to be complete by spring 2010.
In
addition, on December 16, 2009, the Compensation Committee (the “Committee”) of
the Board of Directors of the Company took action, and the Board of Directors
ratified and approved such action, to clarify a potential ambiguity that existed
in a change in control provision contained in certain agreements that provides
for a 3% cap on change in control payments to senior executives of the
Company. In particular, change of control benefits payable under Mr.
Pizzi’s Amended and Restated Employment Agreement and the Change in Control
Agreements between the Company and Messrs. Ridder and Weilheimer and Ms. Bayles
are limited by this provision providing that in no event shall the aggregate
amount of change of control benefits payable to the senior executives of the
Company in the aggregate exceed 3% of the total transaction value for any such
change of control. The action of the Committee and the Board of
Directors provided that the value of any unvested equity awards (e.g.,
restricted stock or stock options) that vest upon a change in control will not
be included in the calculation of change in control benefits payable to the
senior executives of the Company which are subject, in the aggregate, to the 3%
cap. This action provided direction to the independent accounting
firm that is required under the relevant agreements to determine the aggregate
amount of benefits payable and the allocation thereof. This action
did not, however, amend the written terms of the relevant
agreements.
Item
9.01 Financial Statements and Exhibits.
(d) The
following exhibits are furnished herewith:
Exhibit
99.1 Press
Release dated December 22, 2009
“Safe
Harbor Statement” Under the Private Securities Litigation Reform Act of
1995
Except
for historical information contained herein, the matters discussed herein are
forward-looking statements (as such term is defined in the Securities Act of
1933, as amended) that are subject to risks and uncertainties that could cause
actual results to differ materially from those stated or implied herein.
There are a number of factors that may cause actual results to differ from these
forward-looking statements, including, without limitation, the costs to lease
and fit-out a new facility and relocate thereto, the risks of business
interruption while transitioning to a new facility, possible disruption of
production efficiencies arising out of the company’s announcement of and
subsequent reduction in workforce, the costs and availability of capital to fund
improvements or new facilities, the success of marketing and sales strategies
and new product development, the ability to enter new markets successfully, the
price of raw materials, and general economic and business conditions.
Other risks and uncertainties that may materially affect the company are
provided in the company’s annual report to shareholders and the company’s
periodic reports filed with the Securities and Exchange Commission from time to
time, including, without limitation, reports on Forms 10-K and 10-Q.
Please refer to these documents for a more thorough description of these and
other risk factors. There can be no assurance that the company will
succeed in fully transitioning to the new manufacturing facility by spring of
2010 or that estimated operating cash savings will be realized. The
company assumes no obligation to update publicly or revise any forward-looking
statements.
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)
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Date: December
22, 2009
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/s/ Paul D.
Ridder
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Senior
Vice President and Chief
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