UNITED STATES
SECURITIES AND EXCHANG E COMMISSION
Washington, D.C. 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) December 12, 2005
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Golden Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-4339 63-025005
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Golden Flake Drive, Birmingham, Alabama 35205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 323-6161
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N/A
(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 (see General Instruction A.2. below):
[_] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY CONTINUED LISTING RULE OR
STANDARDS; TRANSFER OF LISTING.
On December 6, 2005, Golden Enterprises, Inc. (the "Company") received
a letter from the Listing Qualifications Department of NASDAQ Stock Market, Inc.
("NASDAQ") indicating that the Company did not meet the independent audit
committee requirements set forth in Marketplace Rule 4350(d)(2) (the "Rule").
The NASDAQ letter further stated that the Company's securities were subject to
delisting from the NASDAQ national market unless the Company provided a plan
under which the Company would satisfy the requirement that Audit Committee
members be classified as independent directors. The Company responded to the
NASDAQ deficiency letter on December 9, 2005, informing NASDAQ that the
Directors who are members of the Audit Committee (James I. Rotenstreich, John
S.P. Samford and Edward R. Pascoe) have now resigned from the Voting Committee
(as hereinafter described). NASDAQ issued a follow-up letter dated December 9,
2005 that upon the resignations "the Company complies with the Rule and this
matter is now closed."
The failure to meet independent audit committee director independence
requirements set forth in the Rule was a result of a Voting Committee
established upon the death of Sloan Y. Bashinsky, Sr. on August 2, 2005, who
controlled a majority of the Company's stock. Mr. Bashinsky created a Voting
Committee under his Will and Trust to vote the Company stock controlled by him.
The Voting Committee was to be made up of each member of the Board of Directors
and one additional member appointed by the Personal Representatives of Mr.
Bashinsky's Estate and Trustees of his Trust. This resulted in previously
independent directors who served on the Audit Committee losing their independent
status. Therefore, the Audit Committee members resigned from the Voting
Committee and again qualify as independent directors. On December 12, 2005, the
Company issued a Press Release regarding the foregoing matters. A copy of the
Press Release is filed as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated December 12, 2005
SIGNATURE
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 hereto duly authorized.
Dated December 12, 2005
GOLDEN ENTERPRISES, INC.
By:/s/ Patty Townsend
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Patty Townsend
Vice President, CFO & Secretary