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UNITED STATES
SECURITIES AND EXCHANGE 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): August 24, 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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On August 23, 2005, Ingles Markets, Incorporated (the "Company") notified the
staff of The Nasdaq Stock Market ("NASDAQ") of the death of J. Alton Wingate, a
Director of the Company and member of the Audit/Compensation Committee of the
Board of Directors. On August 24, 2005, the Company received notice from NASDAQ
that as a result of Mr. Wingate's death, the Company is not in compliance with
Marketplace Rule 4350(d) which requires the Audit/Compensation Committee to have
at least three independent members. The NASDAQ confirmed that consistent with
Marketplace Rule 43509(d), the Company has a cure period until the earlier of
the Company's next annual shareholders' meeting or August 16, 2006 to regain
compliance.
The Company's Board of Directors has begun to identify and evaluate candidates
to replace Mr. Wingate and expects to appoint a new, independent director to
serve on the Board of Directors and its Audit/Compensation Committee until the
next annual meeting of shareholders scheduled for February, 2006, prior to the
expiration of the cure period.
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: August 26, 2005 By: /s/ Ronald B. Freeman
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Ronald B. Freeman
Vice President-Finance and Chief
Financial Officer