-----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, FQH2jlF1h0f47HbPuyn6++veFb43IJP1AYM/+FTcrnJTOjfpthnMfZc26VstjD73 vA6XP0zsP9zcWjN6jiulhQ== 0001157523-07-003244.txt : 20070403 0001157523-07-003244.hdr.sgml : 20070403 20070403091458 ACCESSION NUMBER: 0001157523-07-003244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070328 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASTY BAKING CO CENTRAL INDEX KEY: 0000096412 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 231145880 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05084 FILM NUMBER: 07741713 BUSINESS ADDRESS: STREET 1: 2801 HUNTING PARK AVE CITY: PHILADELPHIA STATE: PA ZIP: 19129 BUSINESS PHONE: 2152218500 MAIL ADDRESS: STREET 1: 3413 FOX ST CITY: PHILADELPHIA STATE: PA ZIP: 19129 8-K 1 a5369896.txt TASTY BAKING COMPANY 8-K 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): March 28, 2007 Tasty Baking Company ------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Pennsylvania 1-5084 23-1145880 ------------ ------ ---------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129 - -------------------------------------------------------------------------------- (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Fred C. Aldridge, who has served on the Board of Directors of Tasty Baking Company (the "Company") since 1981, has announced that he will retire as a Class I Director following the Company's Annual Meeting of Shareholders on May 10, 2007. (d) On March 28, 2007, the Board of Directors of Tasty Baking Company increased the size of the Board from nine to ten members effective as of April 15, 2007. The Board of Directors also appointed Mark T. Timbie as a Class I Director effective as of April 15, 2007. Mr. Timbie is President - North American Consumer Foods of McCormick & Company, Incorporated. Mr. Timbie will be eligible to receive fees under the Company's director compensation program at the same level as other non-employee directors. In addition, upon his appointment to the Board effective April 15, 2007, Mr. Timbie will be granted 2,000 restricted shares of the Company's common stock with a Grant Date of April 15, 2007, which will vest and become nonforfeitable on the fifth anniversary of the Grant Date provided Mr. Timbie remains a director. Item 7.01 Regulation FD Disclosure. On April 3, 2007, Tasty Baking Company issued a press release announcing Mr. Aldridge's retirement and Mr. Timbie's appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Item 7.01 by reference. Item 9.01 Financial Statements and Exhibits. (d) The following exhibits are filed herewith: Exhibit 99.1 Press Release dated April 3, 2007 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) Date: April 3, 2007 /S/ David S. Marberger ------------------------------------------- David S. Marberger Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press Release dated April 3, 2007 EX-99.1 2 a5369896ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Tasty Baking Company Appoints Mark T. Timbie to Board of Directors PHILADELPHIA--(BUSINESS WIRE)--April 3, 2007--Tasty Baking Company (NasdaqGM: TSTY) announced today the appointment of Mark T. Timbie to its Board of Directors as a Class I director with a term expiring in 2008, effective April 15, 2007. Mr. Timbie serves as President - North American Consumer Foods of McCormick & Company, Inc. McCormick & Company, Inc. manufactures, markets, and distributes spices, seasonings and flavors to the entire food industry. Mr. Timbie's responsibilities include overseeing the U.S. Consumer and Industrial manufacturing plants in North America as well as McCormick's Global Export Department. Mr. Timbie joins the following distinguished members of Tasty Baking Company's Board of Directors: -- James E. Ksansnak, Chairman of the Board of Tasty Baking Company and retired Vice Chairman and Chief Financial Officer of ARAMARK -- Fred C. Aldridge, retired Partner of Stradley, Ronon, Stevens & Young, LLP -- Mark G. Conish, Vice President, Global Operations, of Church & Dwight Co., Inc. -- James C. Hellauer, retired Executive Director of the Colmen Group -- Ronald J. Kozich, retired Managing Partner of Ernst & Young, Philadelphia -- James E. Nevels, Chairman of the Swarthmore Group -- Charles P. Pizzi, President and Chief Executive Officer of Tasty Baking Company -- Judith M. von Seldeneck, Chairman of Diversified Search, Inc. -- David J. West, Executive Vice President and Chief Operating Officer of The Hershey Company James E. Ksansnak, Chairman of the Board of Directors of Tasty Baking Company, said, "We are pleased to welcome Mark as he joins our Board of Directors. Mark brings to the Board significant experience in sales and marketing, which will be a vital asset to the business. We look forward to having Mark help serve our shareholders as we continue to build long-term value." The company also announced that Fred C. Aldridge, Jr., a Class I director, has announced that he will retire from the Tasty Baking Board of Directors immediately following the May 10, 2007, Annual Meeting of Shareholders. Mr. Aldridge has served on the Board of Directors since 1981. ABOUT TASTY BAKING COMPANY Tasty Baking Company (NasdaqGM: TSTY), founded in 1914 and headquartered in Philadelphia, Pennsylvania, is one of the country's leading bakers of snack cakes, pies, cookies, and donuts with manufacturing facilities in Philadelphia and Oxford, Pennsylvania. Tasty Baking Company offers more than 100 products under the Tastykake brand name. For more information on Tasty Baking Company, visit www.tastykake.com. In addition, consumers can send Tastykake products throughout the United States from the company's website or by calling 1-800-33-TASTY. "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 the success of marketing and sales strategies and new product development, 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 reports to shareholders and the company's periodic reports filed with the Securities and Exchange Commission from time to time, including reports on Forms 10-K and 10-Q. Please refer to these documents for a more thorough description of these and other risk factors. The company assumes no obligation to publicly update or revise any forward-looking statements. CONTACT: Tasty Baking Company Mary C. Borneman, 215-221-8537 mary.borneman@tastykake.com or David S. Marberger or Chad Ramsey, 215-221-8500 -----END PRIVACY-ENHANCED MESSAGE-----