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UNITED STATES
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): December 23, 2005
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National Beverage Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-14170 59-2605822
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(Commission File Number) (IRS Employer Identification No.)
One North University Drive
Fort Lauderdale, Florida 33324
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(Address of Principal Executive Offices) (Zip Code)
(954) 581-0922
(Registrant's Telephone Number, Including Area Code)
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(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 7.01 Regulation FD Disclosure
On December 23, 2005, National Beverage Corp. announced that its board
of directors declared a cash dividend. Attached as Exhibit 99.1 is a copy of the
press release relating to the announcement, which is incorporated herein by
reference.
Note: the information in this report (including the exhibits) is
furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing. This
report will not be deemed a determination or an admission as to the materiality
of any information in the report that is required to be disclosed solely by
Regulation FD.
Item 9.01 Financial Statements and Exhibits
(c) Exhibit
99.1 Press release dated December 23, 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 thereunto duly authorized.
National Beverage Corp.
(Registrant)
Date: December 23, 2005 /s/ Dean A. McCoy
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Dean A. McCoy
Senior Vice President -
Chief Accounting Officer
EXHIBIT INDEX
99.1 Press release dated December 23, 2005.
Exhibit 99.1
National Beverage Corp. Celebrates 20 Years With Cash Distribution
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Dec. 23, 2005--National
Beverage Corp. (AMEX:FIZ) announced that its Board of Directors today
declared a special cash dividend of $1.00 per share. The dividend will
be payable on January 27, 2006 to shareholders of record at the close
of business on January 5, 2006.
"Twenty months ago, $1.00 per share was paid after a 100% stock
dividend was distributed...and today, we are extremely pleased that
our Board again, while commemorating our 20-year existence, voted to
distribute $37.7 million or $1.00 per share. This certainly confirms
our on-going priority to reward investors and employee-shareholders
for their steadfast loyalty and dedication," stated Nick A. Caporella,
Chairman and Chief Executive Officer.
"Several factors have limited our common stock from reflecting
industry comparatives and the Board has considered this with its
action today. In addition, due to product/package changes and capital
spending forecasts, cash will accumulate in a more robust manner than
has been the norm. As was the case in 2004, our balance sheet,
reflecting no debt, will support aggressive expansion as opportunities
avail themselves," Mr. Caporella continued.
"Isn't the Board's action today a nice way to usher us into 2006 -
say Happy 20th - Happy Hanukkah - and a very Merry Christmas to all,"
concluded Mr. Caporella.
National Beverage is a TOTAL BEVERAGE COMPANY that produces soft
drinks, bottled waters, juices and juice products and is highly
recognized for a line of refreshing flavors through its popular
brands: Shasta(R), Faygo(R), Ritz(R), Everfresh(R), Mr. Pure(R),
LaCroix(R) and Rip It(R).
Fun & Flavor...the National Beverage Way
Note: This press release includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors are described
in the Company's Securities and Exchange Commission filings and the
Company disclaims an obligation to update any such factors or to
publicly announce the results of any revisions to any forward-looking
statements contained herein to reflect future events or developments.
CONTACT: National Beverage Corp., Fort Lauderdale
Grace A. Keene, 954-581-0922