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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): March 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.
As was previously disclosed, Ingles Markets, Incorporated (the "Company")
received Delinquency Notices (the "Notices") from the staff of The Nasdaq Stock
Market relating to the Company's failure to timely file its Form 10-K for the
year ended September 25, 2004 and its Form 10-Q for the quarter ended December
25, 2004. The Company attended a hearing before the Nasdaq Listing
Qualifications Panel (the "Panel") on January 27, 2005 in connection with the
Notice relating to its delinquent Form 10-K. The Company provided additional
information to the Panel with respect to its delinquent Form 10-Q following
receipt of the Notice related thereto. The Notices indicated that, due to such
delinquencies, the Company's Class A Common Stock was subject to potential
delisting from The Nasdaq National Market. As previously disclosed, the
delinquencies resulted from delays created by an internal investigation
conducted by the Company's Audit Committee following receipt of an informal
inquiry from the Securities and Exchange Commission.
On March 16, 2005, the Company received notice of the decision of the Panel with
respect to the potential delisting of the Company's Class A Common Stock. The
Panel has granted the Company's request for continued listing on The Nasdaq
National Market, subject to certain conditions set forth in the Panel's
decision. The conditions to the Company's continued listing are as follows:
1. On or before March 31, 2005, the Company must file its Form 10-Q for the
quarter ended December 25, 2004. The Company filed its Form 10-Q on
March 18, 2005 satisfying this condition.
2. On or before March 31, 2005, the Company must provide The Nasdaq
Hearings Department with certain information relating to the recently
completed internal investigation conducted by the Company's Audit
Committee and an update with respect to the Securities and Exchange
Commission's informal inquiry previously disclosed.
3. The Company must also timely file all periodic reports with the
Securities and Exchange Commission and Nasdaq for all reporting periods
ending on or before December 31, 2005. Failure to make any such filing
in a timely manner will result in the Panel promptly conducting a
hearing with respect to such failure and could result in immediate
delisting from The Nasdaq Stock Market.
Finally, The Nasdaq Stock Market requires that the Company be able to
demonstrate compliance with all other requirements for continued listing on The
Nasdaq National Market. At this time, the Company is in compliance with all such
criteria.
The Company's stock will continue to trade under the symbol "IMKTE" pending the
determination that the Company is fully compliant with the requirements of The
Nasdaq Stock Market.
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: March 22, 2005 By: /s/ James W. Lanning
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James W. Lanning
President