Amendment No. 6 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQhoupJd5IxutE00p/IKrtKIQov28Pks5g2QMpLTqIb06PQOLBl8wxgkiCfV4ZRC kr6giaDmxN1tNYPh0qSrYQ== 0001193125-09-130678.txt : 20090615 0001193125-09-130678.hdr.sgml : 20090615 20090615110848 ACCESSION NUMBER: 0001193125-09-130678 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090615 DATE AS OF CHANGE: 20090615 GROUP MEMBERS: ANDROMEDA ACQUISITION CORP. GROUP MEMBERS: CHARLES M. B. GOLDMAN GROUP MEMBERS: GALAXY PARTNERS, L.L.C. GROUP MEMBERS: JUSTIN JACOBS GROUP MEMBERS: MILL ROAD CAPITAL GP LLC GROUP MEMBERS: MW1 LLC GROUP MEMBERS: RICHARD ANTONELLI GROUP MEMBERS: SCOTT P. SCHARFMAN GROUP MEMBERS: THOMAS E. LYNCH GROUP MEMBERS: TIMOTHY S. KRIEGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GALAXY NUTRITIONAL FOODS INC CENTRAL INDEX KEY: 0000819527 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 251391475 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39072 FILM NUMBER: 09891228 BUSINESS ADDRESS: STREET 1: 6280 HAZELTINE NATIONAL DRIVE CITY: ORLANDO STATE: FL ZIP: 32822 BUSINESS PHONE: (407) 855-5500 MAIL ADDRESS: STREET 1: 6280 HAZELTINE NATIONAL DRIVE CITY: ORLANDO STATE: FL ZIP: 32822 FORMER COMPANY: FORMER CONFORMED NAME: GALAXY FOODS CO DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GALAXY CHEESE CO DATE OF NAME CHANGE: 19920302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mill Road Capital, L.P. CENTRAL INDEX KEY: 0001435260 IRS NUMBER: 205432103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO SOUND VIEW DRIVE STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: TWO SOUND VIEW DRIVE STREET 2: SUITE 300 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D Amendment No. 6 to Schedule 13D


OMB APPROVAL
OMB Number:		3235-0145

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Galaxy Nutritional Foods, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36317Q104

(CUSIP Number)

Leonard, Street and Deinard, P.A.

Attn: Mark S. Weitz, Esq.

150 South Fifth Street, Suite 2300

Minneapolis, MN 55402

612-335-1500

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

Two Sound View Drive, Suite 300

Greenwich, CT 06830

203-987-3501

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 10, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 36317Q104		13D		Page 2 of 23 Pages


1.	Names of Reporting Persons. Galaxy Partners, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Minnesota


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) OO; HC


CUSIP No. 36317Q104		13D		Page 3 of 23 Pages


1.	Names of Reporting Persons. Timothy S. Krieger
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 36317Q104		13D		Page 4 of 23 Pages


1.	Names of Reporting Persons. Thomas E. Lynch
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 36317Q104		13D		Page 5 of 23 Pages


1.	Names of Reporting Persons. Charles M. B. Goldman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 36317Q104		13D		Page 6 of 23 Pages


1.	Names of Reporting Persons. Scott P. Scharfman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 36317Q104		13D		Page 7 of 23 Pages


1.	Names of Reporting Persons Mill Road Capital GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) OO; HC


CUSIP No. 36317Q104		13D		Page 8 of 23 Pages


1.	Names of Reporting Persons. Mill Road Capital, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) PN; HC


CUSIP No. 36317Q104		13D		Page 9 of 23 Pages


1.	Names of Reporting Persons. MW1 LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) OO; HC


CUSIP No. 36317Q104		13D		Page 10 of 23 Pages


1.	Names of Reporting Persons. Andromeda Acquisition Corp.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 25,148,070
		8. Shared Voting Power
		9. Sole Dispositive Power 25,148,070
		10. Shared Dispositive Power


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) CO


CUSIP No. 36317Q104		13D		Page 11 of 23 Pages


1.	Names of Reporting Persons. Justin Jacobs
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 36317Q104		13D		Page 12 of 23 Pages


1.	Names of Reporting Persons. Richard Antonelli
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization U.S.A.


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power
		8. Shared Voting Power 25,148,070
		9. Sole Dispositive Power
		10. Shared Dispositive Power 25,148,070


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,148,070
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 90.0%
14.	Type of Reporting Person (See Instructions) IN; HC


CUSIP No. 36317Q104				Page 13 of 23 Pages

This Amendment No. 6 to the joint statement on Schedule 13D relating to the common stock, par value $0.01 per share (“Common Stock”), of Galaxy Nutritional Foods, Inc. (“Issuer”), a Delaware corporation, initially filed by Galaxy Partners, L.L.C. (“Galaxy Partners”) and Timothy S. Krieger on November 28, 2008, as amended by Amendment No. 1 filed by Galaxy Partners and Timothy S. Krieger on December 31, 2008, Amendment No. 2 filed by Galaxy Partners, Timothy S. Krieger, Mill Road Capital, L.P. (“the Fund”), Mill Road Capital GP LLC (the “GP”), Thomas E. Lynch, Charles M. B. Goldman and Scott P. Scharfman on February 9, 2009, Amendment No. 3 filed by Galaxy Partners, Timothy S. Krieger, the Fund, the GP, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, MW1 LLC (“MW1”) and Andromeda Acquisition Corp. (“Purchaser”) on May 5, 2009, Amendment No. 4 filed by Galaxy Partners, Timothy S. Krieger, the Fund, the GP, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, MW1 and Purchaser on May 8, 2009 (“Amendment No. 4”) and Amendment No. 5 filed by Galaxy Partners, Timothy S. Krieger, the Fund, the GP, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, MW1 and Purchaser on May 20, 2009 (as amended, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 2(a) of the Schedule 13D shall hereby be amended and supplemented by adding the following:

“This Statement is being filed by Galaxy Partners, Timothy S. Krieger, the Fund, the GP, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, MW1, Purchaser, Justin Jacobs and Richard Antonelli. Each of the foregoing is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.”

2. Item 3 of the Schedule 13D shall hereby be amended and supplemented by adding the following:

“On May 21, 22, 27 and 29, 2009, an additional 22,033 shares, 34,912 shares, 32,025 shares and 72,962 shares, respectively, of Common Stock tendered during the subsequent offering period of the Offer were accepted for payment by Purchaser. The Fund contributed to MW1 the approximately $58,296 necessary to acquire such shares of Common Stock using working capital from the Fund. MW1 then contributed to Purchaser such $58,296 in order to facilitate the purchase of, and payment for, such shares of Common Stock.

On June 10, 2009, Issuer and Purchaser entered into a Stock Purchase Agreement pursuant to which Issuer sold 891,000 shares of Common Stock to Purchaser at a purchase price of $0.36 per share (the “Purchase Agreement”). The Fund loaned to Purchaser the approximately $320,760 necessary to purchase such shares of Common Stock using working capital from the Fund. The loan is evidenced by an interest-bearing, term promissory note made by Purchaser to the Fund in the amount of $320,760.

Purchaser intends to acquire all outstanding shares of Common Stock not then owned by Purchaser pursuant to the Merger (as defined below). Purchaser estimates that the total amount of funds required to acquire all such shares of Common Stock pursuant to the Merger will be approximately $1,005,921. The Fund will contribute to MW1 such $1,005,921 using working capital from the Fund. MW1 will then contribute to Purchaser such $1,005,921 in order to facilitate the payment for such shares of Common Stock pursuant to the Merger.”


CUSIP No. 36317Q104				Page 14 of 23 Pages

3. Item 4 of the Schedule 13D shall hereby be amended and supplemented by adding the following:

“Pursuant to the MW1 Operating Agreement, (i) on June 10, 2009, the Fund contributed its 559,608 shares of Common Stock to MW1 and MW1, upon receipt of such shares of Common Stock, contributed all such shares of Common Stock to Purchaser and (ii) on June 11, 2009, Galaxy Partners contributed its 13,811,120 shares of Common Stock to MW1 and MW1, upon receipt of such shares of Common Stock, contributed all such shares of Common Stock to Purchaser.

Purchaser intends to merge itself with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation of the Merger and a wholly-owned, privately-held subsidiary of MW1 (the “Surviving Corporation”), on or around June 12, 2009, or as soon as practicable thereafter. The Merger will be consummated without a vote or meeting of the Issuer’s stockholders, in accordance with Delaware law. Upon the effective time of the Merger, (i) each share of Common Stock outstanding immediately prior thereto, other than shares of Common Stock held by Purchaser, will be cancelled and extinguished and automatically converted into the right to receive $0.36 in cash, without interest, from the Surviving Corporation and (ii) each share of Common Stock held by Purchaser immediately prior thereto will be canceled and extinguished without any conversion thereof.

Upon the effective time of the Merger, (i) each share of common stock, par value $.01 per share, of Purchaser (“Purchaser Common Stock”) issued and outstanding immediately prior thereto will be converted into one validly issued, fully paid and nonassessable share of common stock, $.01 par value per share, of the Surviving Corporation and (ii) each certificate evidencing ownership of shares of Purchaser Common Stock will evidence ownership of such shares of capital stock of the Surviving Corporation. The initial directors of the Surviving Corporation will be the directors of Purchaser immediately prior to the effective time of the Merger until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation will be the officers of Issuer immediately prior to the effective time of the Merger until their respective successors are duly appointed. The certificate of incorporation of the Surviving Corporation will be in the form of the certificate of incorporation of Purchaser as in effect immediately prior to the effective time of the Merger; provided, however, that the certificate of incorporation of the Surviving Corporation will provide that the name of the Surviving Corporation is Galaxy Nutritional Foods, Inc. The by-laws of Purchaser as in effect immediately prior to the effective time of the Merger will be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

It is anticipated that, following the Merger, (i) the Common Stock will no longer be quoted on the OTC Bulletin Board and (ii) the registration of the Common Stock under the Securities Exchange Act of 1934, as amended, will be terminated pursuant to Section 12(g)(4) thereof.”


CUSIP No. 36317Q104				Page 15 of 23 Pages

4. The paragraph of Item 5(a) of the Schedule 13D set forth in Amendment No. 5 shall hereby be amended to read in its entirety as follows:

“The subsequent offering period of the Offer expired at 5:00 p.m., Eastern Time, on May 28, 2009. Following Purchaser’s acceptance for payment on May 29, 2009 of 72,962 additional shares of Common Stock tendered during the subsequent offering period, the Reporting Persons, in the aggregate and as a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, beneficially owned a total of 24,257,070 shares of Common Stock, representing approximately 89.7% of the outstanding shares of Common Stock. This percentage of beneficial ownership is based on a total of 27,051,294 shares of Common Stock outstanding as of February 10, 2009.

Following the purchase of shares of Common Stock by Purchaser pursuant to the Purchase Agreement, the Reporting Persons, in the aggregate and as a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, beneficially own a total of 25,148,070 shares of Common Stock, representing approximately 90.0% of the outstanding shares of Common Stock. The Fund, the GP, as the sole general partner of the Fund, and Thomas E. Lynch, Charles M. B. Goldman and Scott P. Scharfman, as management committee directors of the GP, each may be deemed to beneficially own 25,148,070 shares of Common Stock, representing approximately 90.0% of the outstanding shares of Common Stock. Galaxy Partners and Timothy S. Krieger, as the sole manager and governor of Galaxy Partners, each may be deemed to beneficially own 25,148,070 shares of Common Stock, representing approximately 90.0% of the outstanding shares of Common Stock. MW1, and Justin Jacobs, Timothy S. Krieger and Richard Antonelli, as Directors of MW1, each may be deemed to beneficially own 25,148,070 shares of Common Stock, representing approximately 90.0% of the outstanding shares of Common Stock. Purchaser and Justin Jacobs, as the sole director and executive officer of Purchaser, each may be deemed to beneficially own 25,148,070 shares of Common Stock, representing approximately 90.0% of the outstanding shares of Common Stock. These percentages of beneficial ownership are based on a total of 27,942,294 shares of Common Stock outstanding as of June 12, 2009.”

5. The paragraph of Item 5(b) of the Schedule 13D set forth in Amendment No. 5 shall hereby be amended to read in its entirety as follows:

“By virtue of their positions as management committee directors of the GP, each of Thomas E. Lynch, Charles M. B. Goldman and Scott P. Scharfman has the shared authority to vote and dispose of the 25,148,070 shares of Common Stock reported in this joint statement Schedule 13D on behalf of the Fund. By virtue of his position as the sole manager and governor of Galaxy Partners, Timothy S. Krieger has the shared authority to vote and dispose of the 25,148,070 shares of Common Stock reported in this joint statement Schedule 13D on behalf of Galaxy Partners. By virtue of their positions as Directors of MW1, each of Justin Jacobs, Timothy S. Krieger and Richard Antonelli has


CUSIP No. 36317Q104				Page 16 of 23 Pages

the shared authority to vote and dispose of the 25,148,070 shares of Common Stock reported in this joint statement Schedule 13D on behalf of MW1. As the sole director and executive officer of Purchaser, Justin Jacobs has the sole authority to vote and dispose of the 25,148,070 shares reported in this joint statement Schedule 13D on behalf of Purchaser.”

6. Item 5(c) of the Schedule 13D shall hereby be amended and supplemented by adding the following:

“On May 21, 22, 27 and 29, 2009, an additional 22,033 shares, 34,912 shares, 32,025 shares and 72,962 shares, respectively, of Common Stock tendered during the subsequent offering period of the Offer were accepted for payment and purchased by Purchaser. Pursuant to the MW1 Operating Agreement, (i) on June 10, 2009, the Fund contributed its 559,608 shares of Common Stock to MW1 and MW1, upon receipt of such shares of Common Stock, contributed all such shares of Common Stock to Purchaser and (ii) on June 11, 2009, Galaxy Partners contributed its 13,811,120 shares of Common Stock to MW1 and MW1, upon receipt of such shares of Common Stock, contributed all such shares of Common Stock to Purchaser.

Pursuant to the Purchase Agreement, on June 10, 2009, Purchaser purchased 891,000 shares of Common Stock from the Issuer at a purchase price of $0.36 per share.”

7. Item 6 of the Schedule 13D shall hereby be amended and supplemented by adding the following:

“On June 10, 2009, the Issuer and Purchaser entered into the Purchase Agreement. Under the Purchase Agreement, the Issuer agreed to sell to Purchaser, and Purchaser agreed to purchase from the Issuer, 891,000 shares of Common Stock at a purchase price of $0.36 per share. These 891,000 shares, when combined with the shares of Common Stock beneficially owned by the Reporting Persons on such date, in the aggregate and as a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, total approximately 90.0% of the outstanding shares of Common Stock. This percentage of beneficial ownership is based on a total of 27,942,294 shares of Common Stock outstanding as of June 12, 2009.”

8. Item 7 of the Schedule 13D shall hereby be amended by adding Exhibits L, M and N as follows:

“Exhibit L Stock Purchase Agreement, dated as of June 10, 2009, by and between Galaxy Nutritional Foods, Inc. and Andromeda Acquisition Corp.

Exhibit M Promissory Note, dated June 10, 2009, made by Andromeda Acquisition Corp. to Mill Road Capital, L.P.

Exhibit N Joint Filing Agreement, dated June 12, 2009, by and among Galaxy Partners, L.L.C., Timothy S. Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC, Mill Road Capital, L.P., MW1 LLC, Andromeda Acquisition Corp., Justin Jacobs and Richard Antonelli.”


CUSIP No. 36317Q104				Page 17 of 23 Pages

9. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.


CUSIP No. 36317Q104				Page 18 of 23 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: June 12, 2009

GALAXY PARTNERS, L.L.C.

By:		/s/ Timothy S. Krieger
		Timothy S. Krieger
		Manager

TIMOTHY KRIEGER

/s/ Timothy S. Krieger
Timothy S. Krieger


CUSIP No. 36317Q104				Page 19 of 23 Pages


MILL ROAD CAPITAL, L.P.

By:		Mill Road Capital GP LLC,
		its General Partner

By:		/s/ Charles M. B. Goldman
Name:		Charles M. B. Goldman
Title:		Management Committee Director

MILL ROAD CAPITAL GP LLC

By:		/s/ Charles M. B. Goldman
Name:		Charles M. B. Goldman
Title:		Management Committee Director

THOMAS E. LYNCH

/s/ Charles M. B. Goldman
Charles M. B. Goldman, attorney-in-fact

CHARLES M. B. GOLDMAN

/s/ Charles M. B. Goldman
Charles M. B. Goldman

SCOTT P. SCHARFMAN

/s/ Charles M. B. Goldman
Charles M. B. Goldman, attorney-in-fact


CUSIP No. 36317Q104				Page 20 of 23 Pages


MW1 LLC

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Director

ANDROMEDA ACQUISITION CORP.

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		President

JUSTIN JACOBS

/s/ Justin Jacobs
Justin Jacobs

RICHARD ANTONELLI

/s/ Richard Antonelli
Richard Antonelli


CUSIP No. 36317Q104				Page 21 of 23 Pages

Exhibit Index


Exhibit No.		Description
Exhibit A		Joint Filing Agreement, dated November 26, 2008, by and among Galaxy Partners, L.L.C. and Timothy Krieger (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit A to the Schedule 13D and incorporated herein by reference).

Exhibit B		Power of Attorney for Galaxy Partners, L.L.C. and Timothy Krieger, dated November 26, 2008 (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit B to the Schedule 13D and incorporated herein by reference).

Exhibit C		Stock Purchase Agreement by and among Galaxy Partners, L.L.C., Galaxy Nutritional Foods, Inc., and Frederick DeLuca, dated November 18, 2008 (filed with the SEC by Galaxy Nutritional Foods, Inc. on November 21, 2008 as Exhibit 10.1 to the Form 8-K and incorporated herein by reference).

Exhibit D		Promissory Note, dated November 6, 2008, between Galaxy Partners and Robert Schachter (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit D to the Schedule 13D and incorporated herein by reference).

Exhibit E-1		Membership Interest Pledge and Security Agreement, and Guaranty, dated November 6, 2008, between Timothy Krieger and Robert Schachter (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit E-1 to the Schedule 13D and incorporated herein by reference).

Exhibit E-2		Membership Interest Pledge and Security Agreement, dated November 18, 2008, between Michael Tufte and Robert Schachter (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit E-2 to the Schedule 13D and incorporated herein by reference).

Exhibit E-3		Membership Interest Pledge and Security Agreement, dated November 18, 2008, between DBJ 2001 Holdings, LLC and Robert Schachter (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit E-3 to the Schedule 13D and incorporated herein by reference).

Exhibit E-4		Membership Interest Pledge and Security Agreement, dated November 18, 2008, between Michael D. Slyce and Robert Schachter (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit E-4 to the Schedule 13D and incorporated herein by reference).

Exhibit F		Consultant Agreement by and among Galaxy Partners, L.L.C., David H. Lipka and Fairway Dairy and Ingredients LLC, dated September 30, 2008 (filed with the SEC by Galaxy Partners, L.L.C. and Timothy Krieger on November 28, 2008 as Exhibit F to the Schedule 13D and incorporated herein by reference).


CUSIP No. 36317Q104				Page 22 of 23 Pages


Exhibit G		Joint Filing Agreement, dated February 6, 2009, by and among Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. on February 9, 2009 as Exhibit G to the Schedule 13D/A and incorporated herein by reference).

Exhibit H		Term Sheet, dated February 6, 2009, between Mill Road Capital, L.P. and Galaxy Partners (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. on February 9, 2009 as Exhibit H to the Schedule 13D/A and incorporated herein by reference).

Exhibit I		Standstill Agreement, dated February 6, 2009, between Mill Road Capital, L.P. and Galaxy Partners (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. on February 9, 2009 as Exhibit I to the Schedule 13D/A and incorporated herein by reference).

Exhibit J		Joint Filing Agreement, dated May 5, 2009, by and among Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC, Mill Road Capital, L.P., MW1 LLC and Andromeda Acquisition Corp. (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC, Mill Road Capital, L.P., MW1 LLC and Andromeda Acquisition Corp. on May 5, 2009 as Exhibit J to the Schedule 13D/A and incorporated herein by reference).

Exhibit K		Amended and Restated Limited Liability Company Agreement of MW1 LLC, dated May 7, 2009, by and among Mill Road Capital, L.P., Galaxy Partners, L.L.C. and Richard Antonelli (filed with the SEC by Galaxy Partners, L.L.C., Timothy Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC, Mill Road Capital, L.P., MW1 LLC and Andromeda Acquisition Corp. on May 8, 2009 as Exhibit K to the Schedule 13D/A and incorporated herein by reference).

Exhibit L		Stock Purchase Agreement, dated as of June 10, 2009, by and between Galaxy Nutritional Foods, Inc. and Andromeda Acquisition Corp.

Exhibit M		Promissory Note, dated June 10, 2009, made by Andromeda Acquisition Corp. to Mill Road Capital, L.P.


CUSIP No. 36317Q104				Page 23 of 23 Pages


Exhibit N		Joint Filing Agreement, dated June 12, 2009, by and among Galaxy Partners, L.L.C., Timothy S. Krieger, Thomas E. Lynch, Charles M. B. Goldman, Scott P. Scharfman, Mill Road Capital GP LLC, Mill Road Capital, L.P., MW1 LLC, Andromeda Acquisition Corp., Justin Jacobs and Richard Antonelli.

EX-99.(L) 2 dex99l.htm STOCK PURCHASE AGREEMENT, DATED AS OF JUNE 10, 2009 Stock Purchase Agreement, dated as of June 10, 2009

Exhibit L

Execution Copy

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2009 by and between Galaxy Nutritional Foods, Inc., a Delaware corporation (the “Company”), and Andromeda Acquisition Corp., a Delaware corporation (“Purchaser”).

RECITALS

A. Purchaser owns 9,886,342 shares of the common stock, par value $.01 per share, of the Company (“Common Stock”), and Mill Road Capital, L.P. (“Mill Road”) and Galaxy Partners, L.L.C. (“Galaxy Partners”), the ultimate parents of Purchaser, collectively own a total of 14,370,728 shares of Common Stock.

B. Following the contribution of their respective shares of Common Stock to Purchaser, Mill Road and Galaxy Partners intend to cause a merger of the Company with and into Purchaser (the “Merger”), with the Company surviving as a wholly-owned subsidiary of MW1 LLC, a Delaware limited liability company of which Mill Road and Galaxy Partners are currently the members (“MW1”).

C. In order for the Merger to be effected pursuant to Section 253 of the Delaware General Corporation Law, Purchaser desires the Company to agree, and the Company is willing to agree, to the sale of shares of Common Stock to Purchaser, as described below.

In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:

1.	Purchase and Sale of Common Stock.

1.1 Sale and Issuance. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to Purchaser at the Closing, 891,000 shares of Common Stock (the “Top-Up Shares”) at a purchase price of $0.36 per share; provided, however, that in the event the Top-Up Shares do not represent a number of shares of Common Stock that, when added to the number of shares of Common Stock collectively owned by Purchaser, Mill Road, Galaxy Partners and MW1 immediately prior to the Closing, constitute more than ninety percent (90%) of the shares of Common Stock then outstanding (assuming the issuance of the Top-Up Shares), the Company hereby grants to Purchaser an irrevocable option to purchase at the Closing (in lieu of the 891,000 shares) such greater number of shares of Common Stock equal to the lowest number of shares of Common Stock that, when added to the number of shares of Common Stock collectively owned by Purchaser, Mill Road, Galaxy Partners and MW1 at the time of exercise of such option, shall constitute one share more than ninety percent (90%) of the shares of Common Stock then outstanding (assuming the issuance of the Top-Up Shares) (in which event the term “Top-Up Shares” shall mean such greater number of shares of Common Stock).

1.2 Closing; Delivery. The purchase and sale of the Top-Up Shares shall take place remotely via the exchange of documents and signatures on such date and at such time (which date and time are designated as the “Closing”) as Purchaser and the Company mutually agree upon, orally or in writing. At the Closing, Purchaser shall pay the Company (by check payable

to the Company or by wire transfer to a bank account designated by the Company) the aggregate purchase price required to be paid for the Top-Up Shares, and the Company shall cause to be issued to Purchaser a certificate representing the Top-Up Shares.

1.3 Conditions to Closing. The obligation of the Company to deliver the Top-Up Shares and the obligation of Purchaser to pay the aggregate purchase price therefor at the Closing is each subject to the following conditions: (i) no provision of any applicable law or regulation and no judgment, injunction, or decree shall prohibit the Company’s delivery of the Top-Up Shares; (ii) the Company’s delivery of the Top-Up Shares shall not require the approval of the Company’s stockholders pursuant to the rules and regulations of the OTC Bulletin Board or otherwise; (iii) immediately after Purchaser’s purchase of the Top-Up Shares, Purchaser, Mill Road, Galaxy Partners and MW1 shall collectively own more than ninety percent (90%) of the shares of Common Stock then outstanding; and (iv) the number of shares of Common Stock comprising the Top-Up Shares shall not exceed the Company’s then authorized but unissued Common Stock (giving effect to Common Stock reserved for issuance under the Company’s stock option or similar equity incentive plans as though they were outstanding).

1.4 Company Representations and Warranties. The Company hereby represents and warrants to Purchaser that the following representations are true and complete as of the date of the Closing.

(a) All corporate action required to be taken by the Company’s Board of Directors in order to authorize the Company to enter into this Agreement, and to issue the Top-Up Shares at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, and the issuance and delivery of the Top-Up Shares has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by the Company, shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(b) The Top-Up Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by Purchaser. Assuming the accuracy of the representations of Purchaser in Section 1.5 of this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

1.5 Securities Act Matters. Purchaser understands that the Top-Up Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Purchaser is, or will be upon the purchase of the Top-Up Shares, an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Purchaser agrees that the Top-Up Shares are being and will be acquired by Purchaser for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act.

- 2 -

1.6 Legend. Certificates evidencing the Top-Up Shares delivered hereunder may, at the Company’s election, contain the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR ANY EXEMPTION THEREFROM.

2.	Miscellaneous.

2.1 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

2.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon delivery either personally or by commercial delivery service, or sent via facsimile to the parties at the following addresses or facsimile numbers (or at such other addresses or facsimile numbers for a party as shall be specified by like notice):

(a)

if to the Company, to:

Galaxy Nutritional Foods, Inc.

6280 Hazeltine National Drive

Orlando, Florida 32822

Facsimile: (407) 854-0414

Attention: Salvatore J. Furnari, Chief Financial Officer

with copies to:

The Feinberg Law Group, LLC

57 River Street, Suite 204

Wellesley, Massachusetts 02481

Facsimile: (617) 283-5776

Attention: David H. Feinberg, Esq.

(b)

if to Purchaser, to:

Andromeda Acquisition Corp.

c/o Mill Road Capital, L.P.

2 Sound View Drive, Suite 300

Greenwich, Connecticut 06830

Facsimile: (203) 621-3280

Attention: Justin Jacobs

- 3 -

with copies to:

Foley Hoag LLP

Seaport World Trade Center West

155 Seaport Boulevard

Boston, Massachusetts 02210

Facsimile: (617) 832-7000

Attention: William R. Kolb, Esq.

2.3 Specific Performance; Injunctive Relief. The parties hereto acknowledge that Purchaser will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Company set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Purchaser upon any such violation, Purchaser shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Purchaser at law or in equity and the Company hereby irrevocably and unconditionally waives any objection to Purchaser seeking so to enforce such covenants and agreements by specific performance, injunctive relief and other means.

2.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

2.5 Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

* * * * *

- 4 -

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be executed as of the date first written above.


GALAXY NUTRITIONAL FOODS, INC.

By:		/s/ Richard Antonelli
Name:		Richard Antonelli
Title:		Chief Executive Officer

ANDROMEDA ACQUISITION CORP.

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		President

EX-99.(M) 3 dex99m.htm PROMISSORY NOTE, DATED JUNE 10, 2009 Promissory Note, dated June 10, 2009

Exhibit M

Execution Copy

PROMISSORY NOTE


$320,760		June 10, 2009
		Greenwich, Connecticut

FOR VALUE RECEIVED, Andromeda Acquisition Corp., a Delaware corporation (including any successor corporation, “Maker”), hereby promises to pay to the order of Mill Road Capital, L.P., a Delaware limited partnership (the “Payee”), the principal sum of Three Hundred Twenty Thousand Seven Hundred Sixty dollars ($320,760), together with interest on the principal balance of this Note from time to time outstanding, all as herein provided. This Note evidences Maker’s obligation to repay a loan made by the Payee to Maker in the aggregate amount of $320,760 on or about the date hereof, in connection with Maker’s purchase of 891,000 shares of common stock of Galaxy Nutritional Foods, Inc., a Delaware corporation (“Galaxy Foods”). For the avoidance of doubt, the term “Maker” as used herein includes the surviving corporation in the Merger (as defined below).

1. Payment of Principal and Interest. Subject to prepayment in accordance with this Section 1, the outstanding principal balance of this Note together with all interest accrued thereon shall be due and payable on the earlier of (i) the one month anniversary of the date of this Note and (ii) the date of filing of a certificate of merger with the Secretary of State of the State of Delaware with respect to the merger of Maker with Galaxy Foods (“the “Merger”). Interest on the unpaid principal balance of this Note shall accrue from and after the date hereof at the Applicable Federal Rate under Section 1274(d) of the Internal Revenue Code for short-term obligations as of June 2009 (0.75%). Maker may, at any time and from time to time, prepay this Note in whole or in part without premium or penalty. If Maker prepays this Note in part, such prepayment shall be applied first to interest, and then to principal. All payments under this Note shall be made in lawful money of the United States of America, in immediately available funds, to the Payee at its principal place of business, or to such other location as the Payee may specify in writing.

2 Events of Default. This Note shall become immediately due and payable without notice or demand upon the occurrence of any of the following events (each, an “Event of Default”): (a) Maker shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property, (ii) make a general assignment or trust mortgage for the benefit of creditors or (iii) file a petition seeking relief under any federal, state or foreign bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer or consent admitting the material allegations of a petition filed against it in any proceeding under any such law; or (b) entry against Maker of an order, judgment or decree by any court of competent jurisdiction, approving a petition seeking bankruptcy, reorganization, readjustment of debt, dissolution, liquidation, or winding up of Maker, or appointing a receiver, trustee or liquidator of Maker or of all or substantially all the assets of Maker, or if any petition seeking such relief is filed against Maker and is not stayed or dismissed within sixty (60) days after the date of such filing; or (c) the liquidation or dissolution of Maker (and, for such purpose, the merger or consolidation of Maker into or with any other entity shall not be considered a liquidation or dissolution of Maker). Maker shall pay on demand all costs and expenses of collection, including, without limitation, reasonable fees and expenses of legal counsel, in the event any amount under this Note is not paid when due, whether or not legal proceedings are commenced.

3. Miscellaneous.

(a) Cumulative Remedies. All obligations of Maker, and all rights, powers and remedies of the Payee, expressed herein shall be in addition to, and not in limitation of, those provided by law or in any written agreement or instrument (other than this Note).

(b) Binding Effect. This Note shall inure to the benefit of the Payee and its successors or assignees. This Note shall be binding upon Maker and its successors.

(c) Amendments; Waivers. No course of dealing by the Payee nor any delay on the part of the Payee in the exercise of any right or remedy shall operate as a waiver hereunder, and no single or partial exercise by the Payee of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No covenant, obligation or other provision of this Note may be waived by the Payee and no consent contemplated hereby may be given by the Payee other than in a writing signed by the Payee explicitly waiving such covenant, obligation or provision or giving such consent. Maker waives presentment, demand, protest and notice of every kind in connection with the enforcement and collection of this Note.

(d) Governing Law. The execution, delivery and performance of this Note shall be governed by and construed in accordance with the laws of the State of Delaware.

Executed under seal as of the date first above written.


ANDROMEDA ACQUISITION CORP.

By:
Name:		Justin Jacobs
Title:		President

EX-99.(N) 4 dex99n.htm JOINT FILING AGREEMENT, DATED JUNE 12, 2009 Joint Filing Agreement, dated June 12, 2009

Exhibit N

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) and 16a-3(j) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D and Forms 3, 4 and 5, and each amendment thereto, need be filed with respect to the common stock, par value $.01 per share, of Galaxy Nutritional Foods, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in counterparts all of which together shall constitute one and the same instrument.

Date: June 12th, 2009

(signature pages follow)


GALAXY PARTNERS, L.L.C.

By:		/s/ Timothy Krieger
		Timothy Krieger
		Manager

TIMOTHY KRIEGER

/s/ Timothy Krieger
Timothy Krieger

- 2 -


MILL ROAD CAPITAL, L.P.

By:		Mill Road Capital GP LLC,
		its General Partner

By:		/s/ Charles M. B. Goldman
Name:		Charles M. B. Goldman
Title:		Management Committee Director

MILL ROAD CAPITAL GP LLC

By:		/s/ Charles M. B. Goldman
Name:		Charles M. B. Goldman
Title:		Management Committee Director

- 3 -


MW1 LLC

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		Director

ANDROMEDA ACQUISITION CORP.

By:		/s/ Justin Jacobs
Name:		Justin Jacobs
Title:		President

- 4 -

/s/ Thomas E. Lynch

Thomas E. Lynch

/s/ Charles M. B. Goldman

Charles M. B. Goldman

/s/ Scott P. Scharfman

Scott P. Scharfman

/s/ Justin Jacobs

Justin Jacobs

/s/ Richard Antonelli

Richard Antonelli

- 5 -

-----END PRIVACY-ENHANCED MESSAGE-----