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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 16, 2005
INGLES MARKETS, INCORPORATED
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 0-14706 56-0846267
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 6676, Asheville, NC 28816
(Address of Principal
Executive Offices)
(828) 669-2941
(Registrant's telephone number, including area code)
None
(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 obligations 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))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On February 16, 2005, Ingles Markets, Incorporated (the "Company") received an
Additional Delinquency Notice ("the Additional Notice") from the staff of The
Nasdaq Stock Market. As previously announced, the Company received an initial
notice from Nasdaq due to the failure to timely file its Form 10-K for the year
ended September 25, 2004. The Company attended a hearing before the Nasdaq
Listing Qualifications Panel ("the Panel") on January 27, 2005. At that hearing,
in addition to an extension of time for filing the Annual Report on Form 10-K,
the Company requested an extension of time to file its Form 10-Q quarterly
report for the first quarter of fiscal 2005 ended December 25, 2004. The Company
has now filed its Form 10-K and is working on its December 2004 quarterly
financial close and filing of its Form 10-Q.
The Additional Notice received from Nasdaq stated that the Company failed to
timely file its Form 10-Q for the quarterly period ended December 25, 2004 as
required under Market Place Rule 4310(c)(14). On February 4, 2005, the Company
filed a Form 12b-25 (Notification of Late Filing) with respect to its Form 10-Q
for the quarter ended December 25, 2004. In its notification, the Company
explained that the previously announced delay in the filing of its Form 10-K for
fiscal 2004, as a result of an internal inquiry following receipt of an SEC
informal investigation, has resulted in the inability of the Company to finalize
its financial statements for the quarter ended December 25, 2004 and the related
Form 10-Q.
The Panel has not rendered its decision on the Company's request that Nasdaq
continue the listing of the Company's Class A Common Stock. The Company's stock
continues to trade pending such decision. There can be no assurance that the
Panel will agree with the Company's request to continue the listing of the
Company's Class A Common Stock on The Nasdaq National Market.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Copy of press release issued by Ingles Markets, Incorporated on
February 22, 2005.
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.
INGLES MARKETS, INCORPORATED
Date: February 22, 2005 By: /s/ Brenda S. Tudor
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Brenda S. Tudor
Vice President-Finance and Chief
Financial Officer