SECURITIESTable ANDof EXCHANGE COMMISSIONContents

~~WASHINGTON,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): May 20, 2011

~~Date~~ ofTasty ~~Report~~Baking ~~(Date~~Company ~~of earliest event reported): May 11, 2011~~

~~Tasty Baking Company~~ (Exact Name of Registrant as Specified in Charter)

Pennsylvania		1-5084		23-1145880
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Navy Yard Corporate Center, Three Crescent Drive, Suite 200, Philadelphia, PA 19112


1919 Flowers Circle, Thomasville, GA		31757

(Address of Principal Executive Offices)		(Zip Code)

~~(Address~~ Registrant’s oftelephone ~~Principal~~number, ~~Executive~~including Offices) (Ziparea ~~Code~~code: (215) 221-8500

Not applicable

~~Registrant’s~~ ~~telephone~~(Former ~~number~~Name or Former Address, ~~including~~if ~~area~~Changed ~~code: (215)~~Since ~~221-8500~~Last Report)

~~Not~~Check ~~applicable~~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:

~~(Former~~o ~~Name~~Written orcommunications ~~Former~~pursuant ~~Address,~~to ifRule 425 ~~Changed~~under ~~Since~~the ~~Last~~Securities ~~Report~~Act (17 CFR 230.425)

~~Check~~o ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ~~if the Form 8~~Rule 14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

~~[_]~~o ~~Written~~Pre-commencement communications pursuant to Rule 14d-2(b) ~~425~~ under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

~~[_]~~o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~ 13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~[_]~~TABLE ~~Pre-commencement~~OF ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~CONTENTS

~~[_]~~Item ~~Pre-commencement~~3.01. ~~communications~~Notice ~~pursuant~~of Delisting or Failure to Satisfy a Continued Listing Rule ~~13e-4(c)~~or ~~under~~Standard; Transfer of Listing Item 3.02 Unregistered Sale of Equity Securities Item 3.03. Material Modification to the ~~Exchange~~Rights ~~Act~~of ~~(17~~Security ~~CFR~~Holders ~~240~~Item 5.~~13e~~01. Changes in Control of Registrant Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-~~4(c))~~3.1 EX-3.2

ItemTable 8.01. Otherof Events.Contents

AsItem previously disclosed in the Form 10-Q filed by Tasty Baking Company (“Tasty”) with the Securities and Exchange Commission (the “SEC”) on May 6, 2011, complaints were filed on April 21, 2011, April 27, 2011 and April 29, 2011 in the Court of Common Pleas of Philadelphia County, Pennsylvania in the matters, respectively, of Michelsen and Enochs v3. ~~Tasty Baking Company, et al~~01. ~~(No.~~Notice ~~11-04-02487),~~of ~~Paul~~Delisting F.or ~~Ringheiser~~Failure III v. Tasty Baking Company, et al. (No. 11-04-02927), and Joan Taylor v. Tasty Baking Company, et al. (No. 11-05-00004) (collectively, the “Litigation Matters”). The plaintiffs in the Litigation Matters alleged, among other things, that Tasty’s directors breached their fiduciary duties to ~~Tasty’s~~Satisfy ~~shareholders in connection with their approval of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated April 10, 2011 by and among Tasty, Flowers Foods, Inc.,~~ a ~~Georgia~~Continued ~~corporation~~Listing ~~(“Flowers”)~~Rule ~~and~~or ~~Compass~~Standard; ~~Merger~~Transfer ~~Sub, Inc., a Pennsylvania corporation (as assignee~~ of Flowers Bakeries, LLC, a Georgia limited liability company) (“Merger Sub”), which contemplates a tender offer (the “Offer”) by Merger Sub to acquire all of the outstanding shares of common stock of Tasty, and as soon as practicable after the consummation of the Offer and subject to the satisfaction of certain conditions set forth in the Merger Agreement, for Merger Sub to merge with and into Tasty with Tasty surviving such merger (the “Merger”)Listing. ~~The plaintiffs also alleged that Tasty, Flowers and Flowers Bakeries, LLC aided and abetted the alleged breaches of fiduciary duty.~~

OnAs ~~April~~a ~~27,~~result ~~2011,~~of ~~Tasty’s~~the ~~Board~~Offer of(as ~~Directors~~defined ~~also~~below) ~~received~~and athe ~~written~~Merger ~~shareholder~~(as ~~litigation~~defined ~~demand~~below), Tasty Baking Company (the “~~Demand~~Company”) onno ~~behalf~~longer offulfills acertain ~~shareholder,~~continued ~~David~~listing ~~Raul,~~requirements ~~alleging~~and ~~breaches~~standards offor ~~fiduciary~~primary equity ~~duty~~securities bycontained ~~Tasty’s~~in ~~Board~~Rule 5450 of ~~Directors~~the ~~and~~NASDAQ ~~management~~Global Market (“Nasdaq”). On May 24, 2011, in connection with the ~~Offer~~Merger, ~~and~~the Company notified Nasdaq of the Merger, and ~~demanding~~requested ~~that~~removal of the ~~Board~~outstanding shares of ~~Directors~~common ~~take~~stock ~~action~~of tothe ~~ensure~~Company, ~~that~~par ~~the~~value ~~consideration~~$0.50 ~~provided~~per inshare (the ~~Offer~~“Shares”), from islisting ~~fair~~on toNasdaq. ~~Tasty~~The ~~and~~Company ~~its~~also ~~shareholders,~~requested ~~and~~that toNasdaq ~~otherwise~~file ~~recover,~~a ~~for~~notification ~~Tasty’s~~with ~~benefit,~~ the Securities ~~damages~~and ~~described~~Exchange inCommission (the ~~Demand. The~~“Commission”) ~~Demand~~to ~~threatened~~delist ~~that~~the MrShares. ~~Raul~~The ~~would~~Company ~~commence~~intends to file a ~~shareholder~~Form 15 ~~derivative~~with ~~suit~~the onCommission ~~behalf~~under ofthe ~~Tasty~~Securities ~~absent~~Exchange ~~immediate~~Act ~~action~~of by1934 (the ~~Board~~“Exchange ofAct”), which ~~Directors~~would toterminate ~~that~~and ~~effect. To~~suspend ~~Tasty~~the Company’s ~~knowledge,~~reporting noobligations ~~complaint~~under ~~has~~Sections 13 ~~been~~and ~~filed~~15(d) of inthe ~~connection~~Exchange ~~with this Demand~~Act.

OnItem ~~May 11, 2011, a Stipulation to Consolidate was filed with the Court of Common Pleas, Philadelphia County, Pennsylvania with regard to the Litigation Matters~~3. If02 ~~approved~~Unregistered bySale ~~the Court, this will consolidate these proceedings before the Court~~ of ~~Common~~Equity ~~Pleas, Philadelphia County, Pennsylvania~~Securities. ~~The consolidated action will be entitled In re Tasty Baking Company Shareholder Litigation, Case No. 11-04-02487 (the “Consolidated Action”).~~

The ~~defendants~~information ~~named~~set inforth ~~the~~under Consolidated Action (the “Defendants”) believe that the Consolidated Action is entirely without merit, and that they have valid defenses to all claims raised by David Raul and the plaintiffs named in the Consolidated Action (collectively, the “Plaintiffs”). Nevertheless,Item ~~to avoid the costs, disruption and distraction associated with such litigation, on May 11, 2011, the Defendants entered into a Memorandum of Understanding (“MOU”) with the Plaintiffs~~5. ~~Under~~01 ~~the MOU, the Plaintiffs and the purported class~~ of ~~Tasty~~this ~~shareholders~~Current ~~they~~Report represent will dismiss the Consolidated Action with prejudice, withdraw the Demand and discharge and release the Defendants, their agents, advisors and certain affiliated parties from and against all direct, derivative, legal or equitable claims, known and unknown, that are based on, ~~arise~~Form out of or relate in any way, directly or indirectly, to the allegations and claims in the Consolidated Action, the Demand, the transactions contemplated by the Merger Agreement, the negotiations and deliberations related to the Merger Agreement, the various public filings relating to the transactions contemplated by the Merger Agreement and certain other potential legal or equitable claims described more fully in the MOU. In exchange for such settlement and release, the parties agreed, after arm’s length discussions between and among the Defendants and Plaintiffs, that Tasty would provide additional supplemental disclosures to the Schedule 14D8-9K ~~(the “Statement”) filed by Tasty~~ with ~~the~~regard ~~SEC on April 21, 2011, as amended pursuant~~ to ~~an Amendment No. 1 filed by Tasty with~~ the Top-Up ~~SEC~~Option onis ~~April~~incorporated ~~25, 2011 and Amendment No. 2 filed~~ by ~~Tasty~~reference with the SEC on May 2, 2011 (these additional supplemental disclosures being set forth in an Amendment No. 3 to the Statement), although Tasty does not make any admission that such additional supplemental disclosures are material as a matter of law or in the context of a shareholder’s decision to tender Shares into ~~and~~this ~~accept the Offer~~Item 3. After reaching agreement on the substantive terms of the settlement, the parties also agreed that the Plaintiffs may apply to the court for an award of reasonable attorneys’ fees and expenses and that Tasty, or its successor, will pay to Plaintiffs’ counsel an amount not more than $250,000 as is approved by court order02. The settlement, including the payment by the Defendants of any such fees and expenses, is also contingent upon, among other things, consummation of the transactions contemplated by the Merger Agreement and the approval of the Court of Common Pleas, Philadelphia County, Pennsylvania. The MOU recognizes, among other things, that the parties will cooperate and use their best efforts to execute a Stipulation of Settlement and present the Stipulation of Settlement and such other documentation as may be required by the court within forty-five (45) days from the date of the MOU in order to obtain court approval of the settlement.

2Item 3.03. Material Modification to the Rights of Security Holders.

The ~~MOU~~information ~~provides~~set ~~that~~forth ~~Tasty~~under ~~and~~Item 5.01 ~~the members~~ of ~~its~~this ~~Board~~Current ofReport ~~Directors~~on ~~deny~~Form ~~that~~8-K they engaged in any wrongdoing, deny that they committed any violation of law or acted improperly in any way, and they believe that they acted properly at all times and that the Consolidated Action has no merit, but wish to settle the Consolidated Action in order to avoid the costs, disruption and distraction of further litigation. In the event that the MOU is ~~not~~incorporated ~~approved~~by reference ~~and~~into ~~the~~this ~~conditions described above are not satisfied, the Defendants will continue to vigorously defend the Consolidated Action~~Item 3.03.

~~This~~Item ~~summary~~5.01. ofChanges ~~the MOU does not purport to be complete and is qualified~~ in ~~its~~Control ~~entirety~~of ~~by reference to the MOU, which is included as Exhibit (a)(13) to the Statement and is incorporated by reference into this Item 8~~Registrant.~~01.~~

~~Item~~As 9previously disclosed, on April 10, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Flowers Foods, Inc.~~01. Financial~~ ~~Statements~~(the “Parent”) and ~~Exhibits~~Parent’s wholly-owned subsidiary Compass Merger Sub, Inc. (the “Purchaser”), as assignee of Flowers Bakeries, LLC.

Pursuant to the Merger Agreement, the Purchaser commenced a cash tender offer for all of the Shares, for $4.00 per share to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 2011, and in the related Letter of Transmittal (dwhich, together with all amendments and supplements thereto, collectively constitute the “Offer”) ~~Exhibits~~.

~~Exhibit~~The NoOffer expired at 12:00 midnight, Philadelphia, Pennsylvania time, on May 19, 2011 (the “Expiration Time”). ~~Description~~ Based on the final information provided by the depositary for the Offer, as of the Expiration Time, 6,696,686 Shares had been validly tendered and not withdrawn from the Offer, representing approximately 77% of all outstanding Shares, including 103,283 Shares for which the depositary received commitments to tender under the guaranteed delivery procedures

Exhibit 99.1 Memorandum of Understanding, In re Tasty Baking Company, Docket No. 11- 04-02487, dated May 11, 2011 (incorporated by reference to Exhibit (a)(13) to Amendment No. 3 to the Schedule 14D-9 filed by Tasty with the SEC as of May 12, 2011).2

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~~SIGNATURES~~for the Offer. On May 20, 2011, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn from the Offer.

~~Pursuant~~On May 24, 2011, the Purchaser exercised the option (the “Top-Up Option”) to purchase additional Shares directly from the ~~requirements~~Company, in accordance with the terms of the ~~Securities~~Merger ~~Exchange~~Agreement. ~~Act~~On ofMay 24, 2011, ~~1934~~the Purchaser purchased from the Company 1,367,656 Shares (the ~~registrant~~“Top-Up ~~has~~Option ~~duly~~Shares”) ~~caused~~at ~~this~~a price ~~report~~per share equal to be$4.00 ~~signed~~per onshare, ~~its~~and ~~behalf~~paid for these Shares by delivery of cash in an amount equal to $0.50 per Top-Up Option Share and a promissory note in an amount equal to the balance ~~undersigned~~of ~~hereunto~~the ~~duly~~purchase ~~authorized~~price. The issuance of the Top-Up Option Shares was pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as a transaction by an issuer not involving a public offering. The Top-Up Option Shares, when combined with the number of Shares owned by Parent and Purchaser immediately prior to the purchase of the Top-Up Option Shares, constitute aggregate ownership of more than 80% of the outstanding Shares.

~~TASTY~~On ~~BAKING~~May 24, ~~COMPANY~~ 2011, pursuant to the terms of the Merger Agreement and in accordance with the “short-form” merger provisions contained in Section 1924(b) of the Pennsylvania Business Corporation Law of 1988, as amended, the Purchaser merged with and into the Company (the “Merger”). The Company was the surviving corporation in the Merger and continues to exist as a direct, wholly-owned subsidiary of the Parent. At the effective time of the Merger, each Share issued and outstanding immediately prior to such effective time (other than any Shares owned by the Parent or the Purchaser, any Shares owned by the Company (as treasury stock or otherwise) and any Shares owned by shareholders who properly exercise their dissenters rights under Pennsylvania law) was, by virtue of the Merger and without any action on the part of the holders thereof, converted into the right to receive $4.00 per Share, net to the shareholder in cash, without interest and subject to any required withholding taxes (the “Merger Consideration”). Shareholders of the Company immediately prior to the Merger ceased to have any rights as such other than the right to receive the Merger Consideration.

~~(Registrant)~~The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2011, and is incorporated by reference herein.

~~Date:~~Item ~~May~~5.02. ~~12,~~Departure ~~2011~~of ~~/s/~~Directors ~~Paul~~or D.Certain ~~Ridder~~Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Paul~~Pursuant to the terms of the Merger Agreement, following the expiration of the Offer, on May 20, 2011, Gene D. ~~Ridder~~Lord, Bradley K. Alexander, Karyl H. Lauder, Stephen R. Avera, Marta Jones Turner and R. Steven Kinsey were appointed directors of the Company, and James C. Hellauer, James E. Nevels, Mark T. Timbie, Ronald J. Kozich, Mark G. Conish and David J. West resigned from their positions as directors of the Company. Charles P. Pizzi, Judith M. von Seldeneck and James E. Ksansnak remained on the Company’s Board of Directors at such time.

~~Senior Vice President and Chief Financial Officer~~3

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On May 24, 2011, following the effective time of the Merger, Stephen R. Avera became the sole director of the Company, and Charles P. Pizzi, Judith M. von Seldeneck, Gene D. Lord, Bradley K. Alexander, Karyl H. Lauder, Marta Jones Turner, R. Steven Kinsey and James E. Ksansnak resigned from their positions as directors of the Company. In addition, at the effective time of the Merger, the officers of Purchaser immediately prior to the effective time of the Merger became the officers of the Company.

The other information required by Item 5.02 of Form 8-K with regard to the new directors is contained in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission on April 21, 2011, including the Information Statement comprising Annex II thereto, and such information is incorporated by reference herein.


Item 5.03.		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Merger, on May 24, 2011 the Company’s articles of incorporation and bylaws were amended and restated. The changes to the Company’s articles of incorporation and bylaws relate to and are consistent with the Company becoming a wholly-owned subsidiary of the Parent and its ceasing to be a public reporting company.

The Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation

3.2		Amended and Restated Bylaws

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.


	TASTY BAKING COMPANY (Registrant)
Date: May 26, 2011	/s/ A. Ryals McMullian, Jr.
	A. Ryals McMullian, Jr.
	Assistant Secretary

EXHIBIT INDEX


Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation

3.2		Amended and Restated Bylaws

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