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): ~~April~~May 1011, 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
(Address of Principal Executive Offices)	(Zip Code)

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

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 221-8500

Not applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

(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:

[_] 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 18.01. ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

~~Amendment~~As 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 v. Tasty Baking Company, et al. (No. 11-04-02487), Paul F. Ringheiser 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 ~~Rights~~Tasty’s 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 corporation (“Flowers”) and Compass Merger 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”). The plaintiffs also alleged that Tasty, Flowers and Flowers Bakeries, LLC aided and abetted the alleged breaches of fiduciary duty.

On April 1027, 2011, Tasty’s ~~Baking~~Board ~~Company~~of ~~(the~~Directors ~~“Company”)~~also ~~entered~~received ~~into~~a anwritten ~~amendment~~shareholder litigation demand (the “~~Rights Agreement Amendment~~Demand”) ~~with~~on ~~American~~behalf ~~Stock~~of ~~Transfer~~a &shareholder, ~~Trust~~David ~~Company~~Raul, ~~LLC~~alleging ~~(successor~~breaches toof ~~American~~fiduciary ~~Stock~~duty ~~Transfer~~by &Tasty’s ~~Trust~~Board ~~Company)~~of ~~(“Rights~~Directors ~~Agent”)~~and tomanagement ~~the~~in ~~Rights~~connection ~~Agreement~~with ~~between~~ the ~~Company~~Offer and ~~Rights~~the ~~Agent~~Merger, ~~dated~~and asdemanding ofthat ~~July 30, 2003 (~~the ~~“Rights~~Board ~~Agreement”).~~of ~~The~~Directors ~~Rights~~take ~~Agreement~~action ~~Amendment~~to ~~amends~~ensure that the ~~Rights~~consideration ~~Agreement~~provided toin ~~render~~the itOffer ~~inapplicable~~is fair to ~~that~~Tasty ~~certain Agreement~~ and ~~Plan~~its ~~of Merger~~shareholders, ~~dated as of April 10, 2011, by~~ and ~~among~~to ~~the~~otherwise ~~Company~~recover, ~~Flowers~~for ~~Foods,~~Tasty’s ~~Inc.~~benefit, athe ~~Georgia~~damages ~~corporation~~described ~~and~~in ~~Compass~~the ~~Merger Sub, Inc~~Demand., The aDemand ~~Pennsylvania~~threatened ~~corporation~~that ~~(assignee~~Mr. ~~from~~Raul ~~Flowers~~would ~~Bakeries,~~commence ~~LLC)~~a ~~(the~~shareholder ~~“Merger~~derivative ~~Agreement”),~~suit ~~and~~on ~~the~~behalf ~~consummation~~ of ~~the~~Tasty ~~transactions~~absent ~~contemplated~~immediate action by the ~~Merger~~Board ~~Agreement,~~of ~~including~~Directors ~~the~~to ~~tender~~that ~~offer, Top-Up Option (as defined in the Merger Agreement), and merger contemplated thereby~~effect. ~~The~~To ~~Rights~~Tasty’s ~~Agent~~knowledge, ~~also~~no ~~serves~~complaint ashas ~~the~~been ~~transfer~~filed ~~agent~~in ~~for~~connection ~~the~~with ~~Company’s~~this ~~common stock~~Demand.

~~The~~On ~~foregoing~~May ~~description~~11, of2011, ~~the~~a ~~Rights~~Stipulation ~~Agreement~~to ~~Amendment~~Consolidate ~~does~~was ~~not~~filed ~~purport~~with tothe beCourt ~~complete~~of ~~and~~Common isPleas, ~~qualified~~Philadelphia inCounty, ~~its~~Pennsylvania ~~entirety~~with byregard ~~reference~~ to the ~~Rights~~Litigation ~~Agreement Amendment, which is filed as Exhibit 4~~Matters.1 If ~~hereto~~approved ~~and~~by isthe ~~incorporated~~Court, ~~herein~~this bywill ~~reference. The~~consolidate ~~foregoing~~these ~~description~~proceedings ofbefore the ~~Rights~~Court ~~Agreement~~of ~~does~~Common ~~not~~Pleas, ~~purport~~Philadelphia toCounty, bePennsylvania. The ~~complete~~consolidated ~~and~~action iswill ~~qualified~~be inentitled ~~its~~In ~~entirety~~re byTasty ~~reference~~Baking toCompany ~~the~~Shareholder ~~Rights Agreement~~Litigation, ~~which~~Case ~~is filed as Exhibit 4~~No.1 ~~to the Company’s Form 8~~11-K04-02487 ~~filed with~~ (the ~~Securities~~“Consolidated ~~and Exchange Commission on July 31, 2003 and is incorporated herein by reference~~Action”).

~~Item~~The defendants named in the 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, 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. Under the MOU, the Plaintiffs and the purported class of Tasty shareholders they 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 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 14D-9 (the “Statement”) filed by Tasty with the SEC on April 21, 2011, as amended pursuant to an Amendment No. 1 filed by Tasty with the SEC on April 25, 2011 and Amendment No. 2 filed by Tasty 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 accept the Offer.03 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 order. ~~Material~~The ~~Modification~~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 ~~Rights~~execute a Stipulation of ~~Security~~Settlement ~~Holders~~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.

~~The information under Item 1.01 of this report is incorporated herein by reference.~~ 2

~~“Safe~~The ~~Harbor~~MOU ~~Statement”~~provides ~~Under~~that Tasty and the ~~Private~~members ~~Securities~~of ~~Litigation~~its ~~Reform~~Board ~~Act~~of Directors deny that they engaged in any wrongdoing, deny that they committed any violation of ~~1995~~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 approved and the conditions described above are not satisfied, the Defendants will continue to vigorously defend the Consolidated Action.

~~Except~~This ~~for~~summary ~~historical~~of ~~information contained herein,~~ the ~~matters~~MOU ~~discussed~~does ~~herein~~not ~~are~~purport ~~forward-looking~~to ~~statements~~be ~~(as~~complete ~~such~~and ~~term~~ is ~~defined~~qualified in ~~the~~its ~~Securities~~entirety Act of 1933, as amended) that are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied herein. These forward-looking statements may be identified by ~~the~~reference ~~use of words such as "anticipate,'' "believe,'' "could,'' "estimate,'' "expect,'' "intend,'' "may,'' "plan,'' "predict,'' "project,'' "should,'' "would,'' "is likely~~ to~~,''~~ ~~or "is expected to'' and other similar terms. There are a number of factors that may cause actual results to differ from these forward-looking statements, including, without limitation,~~ the risks of business interruption and an adverse impact on financial results while optimizing production at the new facility; the risk of an inability to achieve anticipated cost savings associated with the new Navy Yard Bakery; the risks associated with the uncertainty regarding the adequacy of capital resourcesMOU, including liquidity, and limited access to additional financing; the risks associated with the June 30, 2011 expiration of the Company’s Bank Credit Facility and the need to secure new financing by such expiration date, which ~~financing~~is ~~may~~included not be available on satisfactory terms, or at all; the costs and availability of capital to fund operations; the success of marketing and sales strategies and new product development; the ability to enter new markets successfully; the price of raw materials; uncertainties as toExhibit ~~the timing of the tender offer~~ (~~“Offer”~~a) ~~and the merger~~ (~~“Merger”~~13) ~~contemplated by the Merger Agreement; uncertainties as~~ to ~~how many of~~ the ~~Company~~Statement shareholders will tender their stock in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Offer or Merger may not be satisfied or waived, including that a governmental entity may prohibit or delay the consummation of the transaction; and ~~general~~is ~~economic~~incorporated and business conditions. Other risks and uncertainties that may materially affect the Company are provided in the Company’s annual report to shareholders and the Company’s periodic reports filed with the Securities and Exchange Commission from time to time, including, without limitation, reports on Forms 10-K and 10-Q, as well as the tender offer documents to be filed by ~~Flowers~~reference ~~and~~into ~~Merger~~this ~~Sub~~Item ~~and the solicitation/recommendation statement to be filed by the Company~~8. ~~Please refer to these documents for a more thorough description of these and other risk factors~~01. ~~The Company assumes no obligation to update publicly or revise any forward-looking statements.~~

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits
Exhibit No.		Description
Exhibit 4.1		Amendment No. 1 to Rights Agreement, dated as of April 10, 2011, by and between Tasty Baking Company and American Stock Transfer & Trust Company, LLC

(d) Exhibits

Exhibit No. Description

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).

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: April 14, 2011	/s/ Paul D. Ridder
	Paul D. Ridder
	Senior Vice President and Chief Financial Officer

TASTY BAKING COMPANY

~~EXHIBIT INDEX~~(Registrant)

Exhibit No.		Description
Exhibit 4.1		Amendment No. 1 to Rights Agreement, dated as of April 10, 2011, by and between Tasty Baking Company and American Stock Transfer & Trust Company, LLC

Date: May 12, 2011

/s/ Paul D. Ridder

Paul D. Ridder

Senior Vice President and Chief Financial Officer

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