SECURITIES AND EXCHANGE COMMISSION

10-K/A 1 a10ka.htm 10KA SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 01, 2006 or

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _________________

COMMISSION FILE NUMBER: 1-7138 .

CAGLE'S, INC.

(Exact Name Of Registrant As Specified In Its Charter)

GEORGIA 58-0625713

(State Of Incorporation) (I.R.S Employer Identification No.)

2000 HILLS AVE., NW, ATLANTA, GA. 30318

(Address Of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (404) 355-2820 .

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Title of each class Name of exchange on which registered

CLASS A COMMON STOCK AMERICAN STOCK EXCHANGE .

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None .

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes X No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of l934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X YES ___ NO

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of regulation s-k (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in part iii of this form 10-k or any amendment to this FORM 10-K. .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act”.

Large accelerated filer _____ Accelerated filer _____ Non-accelerated filer X .

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $ 18,202,625.43 (based on $10.39 per share closing price on October 01, 2005) .

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class A Common Stock at $1.00 par value 4,742,998 shares at $1.00 par value .

DOCUMENTS INCORPORATED BY REFERENCE:

Parts of the following documents are incorporated by reference in Part III of this form 10-K report:

1) proxy statements for registrant's 2006 annual meeting of shareholders- Items 10, 11, 12, 13, and 14.

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The purpose of the amended filing is to restate Item 15 and furnish Exhibits 99.1 and 99.2 for Form 10-K for the fiscal year ended April 1, 2006. The joint ventures majority member refused to consent to the publication of these financial statements in the 10-K filed June 15, 2006. The majority member has now granted consent to publish these financial statements.

Item 15: Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The following documents are filed as part of this report:

(a)1. Financial Statements

The following consolidated financial statements of Cagle’s, Inc. and subsidiary are filed as part of this report:

Consolidated Balance Sheets as of April 01, 2006 and April 02, 2005

Consolidated Statements of Operations for the Years Ended April 01, 2006, April 02, 2005, and April 03, 2004

Consolidated Statements of Stockholder’s Equity for the Years Ended April 01, 2006, April 02, 2005, and April 03, 2004

Consolidated Statements of Cash Flows for the Years Ended April 01, 2006, April 02, 2005, and April 03, 2004

Notes to Consolidated Financial Statements as of and for the years ended, April 01, 2006, April 02, 2005, and April 03, 2004

(a)2. Financial Statement Schedules

The following financial statement schedules are filed as part of this report:

Report of Independent Registered Public Accounting Firm

Schedule II – Valuation and Qualifying Accounts

(a)3

Exhibits

3.1 Articles of Incorporation of the Registrant. (4)

3.2 Bylaws of the Registrant. (2)

13.2 Cagle's, Inc. Proxy statements for Registrant's 2006 annual meeting of shareholders. (1)

14.1 Code of Ethics. (3)

23.1 Consent of independent registered public accounting firm, Moore Stephens Frost, PLC. (1)

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a). (1)

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a). (1)

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. (1)

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. (1)

99.1 Audited financial statements of unconsolidated affiliates: Cagle's Keystone Foods, L.L.C. for 12/31/05 and 1/1/05. (1)

99.2 Unaudited financial statements of unconsolidated affiliates: Cagle's Keystone Foods, L.L.C. for 12/27/03. (1)

99.3 Audited financial statements of unconsolidated affiliates: Cagle's Keystone Foods, L.L.C. for 12/27/03 and 12/28/02. (4)

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(1) Filed herewith.

(2) Previously filed and incorporated by reference herein from the Registrant’s Form 10-Q for the quarter ended October 2, 2004.

(3) Previously filed and incorporated by reference herein from the Registrant’s Form 10-K for the year ended April 3, 2004.

(4) Previously filed and incorporated by reference herein from the Registrant’s Form 10-K for the year ended April 2, 2005.

(b) Reports on Form 8-K

1. The Company filed an 8-K on August 4, 2005, to furnish a press release announcing its results of operations for the first quarter of 2006.

2. The Company filed an 8-K on November 03, 2005, to furnish a press release announcing its results of operations for the second quarter of 2006.

3. The Company filed an 8-K on February 2, 2006, to furnish a press release announcing its results of operations for the third quarter of 2006.

4. The Company filed an 8-K on June 9, 2006, to furnish a press release announcing its results of operations for the fourth quarter of 2006.

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cagle's, Inc.

BY: /s/ J. Douglas Cagle

Chairman and Chief Executive Officer & President

August 4, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities indicated and on February 21, 2006:

/s/ J. Douglas Cagle

Director and Chairman and Chief Executive Officer & President

/s/ G. Bland Byrne

Director

/s/ Candace Chapman Director

/s/ Panos J. Kanes

Director

/s/ Edward J Rutkowski

Director

/s/ Mark M. Ham IV

Director and Executive Vice President & CFO

/s/ James David Cagle

Director and Vice President

/s/ George Douglas Cagle

Director and Vice President

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