UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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): ~~July~~August 1926, 2005

GARDENBURGER, INC.

(Exact name of registrant as specified in its charter)

Oregon	0-20330	93-0886359
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15615 Alton Parkway, Suite 350, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 255-2000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Definitive Agreement.

On ~~July~~August 1926, 2005, ~~the~~Robert ~~Registrant~~T. ~~entered~~Trebing, Jr., ~~into~~the ~~five~~Senior ~~Second~~Vice ~~Amended~~President, Chief Financial Officer and ~~Restated~~ ~~Retention~~Secretary ~~Agreements~~of ~~(collectively~~Gardenburger, Inc. (the “~~Agreements~~Registrant”), was ~~with~~terminated ~~each~~without cause from his employment as Senior Vice President of the ~~its~~Registrant. In connection therewith, ~~three~~Mr. Trebing ~~executive~~will ~~officers~~receive ~~and~~severance under his Employment Agreement with ~~two~~the Registrant, ~~key~~as ~~employees~~amended, (in the ~~“Executives”~~amount of (a) Mr. Trebing’s ~~The~~annual ~~Executives~~base ~~are~~salary ~~Scott~~payable in full on the termination date and (b) Ccontinuation of all health and welfare benefits for Mr. ~~Wallace,~~Trebing ~~Chief~~and ~~Executive~~his ~~Officer,~~dependents ~~President~~for ~~and~~a ~~Chairman~~period of 12 months following termination at the ~~Board,~~same ~~James~~or W.comparable ~~Linford~~levels of coverage (or, ~~Senior~~if ~~Vice~~such ~~President~~benefits ~~and~~are ~~Chief Operating~~not ~~Officer~~available, ~~Robert~~a Tlump sum sufficient to enable Mr. Trebing to obtain equivalent health and welfare benefits from another source). Mr. Trebing,’s Employment Agreement is filed as Exhibit Jr10.,4 ~~Senior~~to ~~Vice~~the ~~President~~Registrant’s ~~and~~Form 10-Q ~~Chief Financial~~filed ~~Officer~~August 16, 2004, ~~Robert~~and ~~Dixon,~~the ~~Vice~~Amendment ~~President~~to ofEmployment ~~Sales~~Agreement ~~and~~is ~~Lori~~filed ~~Luke,~~as ~~Vice~~Exhibit 10.8 ~~President~~to ofthe ~~Marketing~~Registrant’s Form 8-K filed March 30, 2005.

~~The~~In ~~Agreements~~connection ~~amend~~with ~~and~~his ~~restate~~termination ~~the~~of ~~Amended~~employment, ~~and~~Mr. Trebing ~~Restated Retention Agreements (the “Original Agreements”)~~ entered into bya Separation ~~and~~Agreement ~~between~~with the Registrant, ~~and~~dated ~~each of the Executives on May~~August 426, 2005, ~~in order~~ pursuant to, ~~among~~which ~~other~~Mr. Trebing ~~things,~~agreed ~~provide for payment~~ to ~~each~~release of the ~~Executives~~Registrant infrom ~~the~~any ~~event~~and all claims of aany ~~change~~kind inand ~~control~~not ~~of the~~to ~~Registrant~~compete ~~occurring~~with ~~through~~the ~~means~~Company ~~other~~for ~~than~~a ~~the~~period ~~execution~~ of ~~a definitive~~three ~~agreement.~~years ~~The~~following ~~Original~~his ~~Agreements~~termination. The Separation ~~are~~Agreement is filed as ~~exhibits~~Exhibit 10.1 to ~~the Registrant’s~~this Form 8-K~~, filed on May 9, 2005~~.

~~The~~As of ~~Original~~August 26, ~~Agreements provided~~2005, ~~for~~Mr. Trebing ~~payment~~and ofthe ~~75%~~Registrant ofentered into a Consulting ~~retention~~Agreement ~~bonus~~(the on“Consulting Agreement”), whereby Mr. Trebing will continue to serve as the ~~date~~Chief Financial Officer of the Registrant’s as a ~~execution~~consultant. The ofConsulting Agreement provides for a ~~definitive~~lump ~~agreement~~sum ~~(“Definitive~~payment ~~Agreement”),~~to Mr. Trebing in the ~~consummation~~amount of $25,500 upon signing of ~~which~~the ~~would~~agreement, ~~result~~and in$8,500 aevery ~~Change~~two inweeks ~~Control~~thereafter. Pursuant orto ~~Going~~the ~~Private~~Consulting ~~Transaction~~Agreement, ~~(each~~Mr. Trebing asshall ~~defined~~serve inas the ~~Original~~Chief ~~Agreements),~~Financial ~~with~~Officer of the ~~remaining~~Company ~~25%~~and ofin ~~the~~such ~~retention~~capacity ~~bonus~~shall ~~payable~~render ~~following~~financial ~~the~~consulting ~~date~~services ofand ~~the~~advice ~~consummation~~to of the ~~transactions~~Company, ~~contemplated~~including, bywithout limitation, serving as the ~~Definitive~~Company’s principal financial officer. The Consulting Agreement is filed as Exhibit 10.2 to this Form 8-K.

The Agreements amend the Original Agreements in order to add a provision providing for payment of 100% of the retention bonus immediately following the date of a Change in Control of the Registrant. If the signing of a Sale Transaction (as defined in the Agreements) and/or a Change in Control does not occur by January 27, 2007, the full 100% of the retention bonus is payable to the Executive.

The Agreements also provide for payment of a retention bonus if the Executive’s employment by the Registrant is terminated by the Registrant without Cause (as defined in the Agreements) other than in connection with the Executive’s death or Disability (as defined in the Agreements).

These retention bonuses are subject to certain conditions set forth in the Agreements. The Agreements are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		~~Second~~Separation ~~Amended and Restated Retention~~ Agreement, dated ~~July~~August 1926, 2005, by and between ~~Gardenburger~~Robert T. Trebing, ~~Inc~~Jr. and ~~Scott~~Gardenburger, CInc. ~~Wallace.~~
10.2		Consulting Agreement, dated August 26, 2005, by and between Robert T. Trebing, Jr. and Gardenburger, Inc.

Exhibit No.		Description
10.2		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and James W. Linford.
10.3		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and Robert T. Trebing, Jr.
10.4		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and Robert Dixon.
10.5		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and Lori Luke.

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.

	GARDENBURGER, INC.	~~GARDENBURGER, INC.~~
July 19, 2005		By:	/s/ Robert T. Trebing, Jr.
August 29, 2005	By:	/s/ Scott C. Wallace
			Robert T. Trebing, Jr.
		Scott C. Wallace
			Chief Financial Officer
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.		Description
10.1		~~Second~~Separation ~~Amended and Restated Retention~~ Agreement, dated ~~July~~August 1926, 2005, by and between ~~Gardenburger~~Robert T. Trebing, ~~Inc~~Jr. and ~~Scott~~Gardenburger, CInc. ~~Wallace.~~
10.2		~~Second~~Consulting ~~Amended and Restated Retention~~ Agreement, dated ~~July~~August 1926, 2005, by and between ~~Gardenburger~~Robert T. Trebing, ~~Inc~~Jr. and ~~James~~Gardenburger, WInc. ~~Linford.~~
10.3		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and Robert T. Trebing, Jr.
10.4		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and Robert Dixon.
10.5		Second Amended and Restated Retention Agreement, dated July 19, 2005, by and between Gardenburger, Inc. and Lori Luke.

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