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~~Securities ofExchange ~~report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): October 8, 2009~~

~~MONTEREY~~Date ~~GOURMET~~of ~~FOODS,~~report ~~INC.~~ (~~Exact~~Date ~~Name~~ of ~~Registrant~~earliest asevent ~~Specified~~reported): December 1, in2009 ~~its Charter)~~

Delaware	001-11777	77-0227341
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

MONTEREY GOURMET FOODS, INC.

~~1528~~(Exact ~~Moffett~~Name ~~Street~~of ~~Salinas,~~Registrant ~~California~~as ~~93905 (Address~~Specified ofin ~~principal~~its ~~executive office, including zip code~~Charter)

Delaware

001-11777

77-0227341

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1528 Moffett Street

Salinas, California 93905

(Address of principal executive office, including zip code)

(Registrant’s telephone number, including area code): (831) 753-6262

Not Applicable ~~(Former~~ ~~name, former address and former fiscal year, if changed since last report)~~

(Former name, former address and former fiscal year, 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):

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) x 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~~Soliciting ~~Entry~~material ~~Into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~October~~Pre-commencement 8,communications ~~2009,~~pursuant ~~Monterey~~to ~~Gourmet~~Rule ~~Foods, Inc., a Delaware corporation~~ 14d-2(~~the “Company”~~b), ~~Pulmuone~~under ~~U.S.A.,~~the ~~Inc.,~~Exchange aAct ~~California corporation~~ (~~“Parent”),~~17 ~~and~~CFR ~~Pulmuone Cornerstone Corporation, a newly formed, wholly owned subsidiary of Parent~~ 240.14d-2(~~“Purchaser”~~b)~~, entered into an Agreement and Plan of Merger (the “Merger Agreement”~~).

~~Pursuant~~¨ toPre-commencement ~~the~~communications ~~Merger~~pursuant ~~Agreement, and upon the terms and subject~~ to ~~the~~Rule ~~conditions described therein, Purchaser has agreed to commence a tender offer~~ 13e-4(~~the “Offer”~~c) ~~for~~under ~~all of~~ the ~~Company’s~~Exchange ~~outstanding~~Act ~~shares of common stock, par value $0.001 per share~~ (~~the~~17 ~~“Company~~CFR ~~Common Stock”), at a purchase price of $2~~240.~~70 per share in cash, without interest~~ 13e-4(~~less any applicable withholding taxes~~c) ~~(the “Offer Price”~~). The Offer is scheduled to commence on or about November 9, 2009, and to expire on the 20th business day from and including the commencement date unless extended in accordance with the terms of the Merger Agreement and applicable law. The obligation of Parent and Purchaser to consummate the Offer is subject to customary conditions, including that a majority of the outstanding shares of Company Common Stock (determined on a fully diluted basis), shall have been validly tendered and not withdrawn prior to the expiration of the Offer.

InItem the Merger Agreement, the Company granted to Purchaser an irrevocable option (the “Top-Up Option”), exercisable once upon the terms and subject to the conditions set forth in the Merger Agreement, to purchase at the Offer Price a number of authorized but unissued shares of Company Common Stock that would constitute at least one share more than 90% of the shares of Company Common Stock then outstanding (the “Top Up Shares”)8.01 InOther no event will the Top-Up Option be exercisable for a number of shares in excess of the number of authorized but unissued shares of Company Common Stock as of immediately prior to the issuance of the Top-Up SharesEvents. The Top-Up Option will terminate upon the earlier of: (x) the fifth business day after the later of (1) the expiration date of the Offer and (2) the expiration of any “subsequent offering period”; and (y) the termination of the Merger Agreement in accordance with its terms.

~~Upon~~On October 14, ~~successful~~2009, ~~completion~~a ofputative ~~the~~class ~~Offer~~action entitled James Carrazza v. Monterey Gourmet Foods, ~~and~~Inc., ~~subject~~et toal.,. ~~the~~C.A. ~~terms~~No. 4992-CC, ~~and~~was ~~conditions~~filed ofin the ~~Merger~~Court ~~Agreement~~of Chancery in Delaware. The defendants are Monterey Gourmet Foods, ~~Purchaser~~Inc., ~~will~~a Delaware becorporation ~~merged~~(the ~~with~~“Company”), and ~~into~~the members of the board of directors of the Company, (together with the Company, ~~surviving~~the as“Monterey Defendants”), and Pulmuone U.S.A., Inc., a California corporation (“Parent”), and Pulmuone Cornerstone Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser,” and together with Parent, the “~~Merger~~Pulmuone Defendants”). AtThis action alleges that the ~~effective~~Monterey ~~time~~Defendants ofbreached their fiduciary duties to Company stockholders by entering into the Agreement and Plan of Merger, ~~each~~dated ~~issued~~as of October 8, 2009, by and ~~outstanding~~among ~~share~~Parent, ofPurchaser and the Company ~~Common~~(the ~~Stock~~“Merger Agreement”), pursuant to which, among other ~~than~~things, on ~~shares~~November 10, ~~held~~2009, inPurchaser commenced a tender offer (the ~~treasury~~“Offer”) for all of the Company’s oroutstanding ~~owned~~shares ~~by Parent,~~of ~~Purchaser~~common orstock, ~~any~~par ofvalue ~~their~~$0.001 ~~subsidiaries~~per share, ~~and~~at ~~shares~~a purchase price of ~~Company~~$2.70 ~~Common~~per ~~Stock~~share ~~held~~in bycash, ~~stockholders~~without ~~who~~interest (less ~~properly~~any ~~demand~~applicable ~~appraisal~~withholding ~~rights~~taxes), and upon successful completion of the Offer, Purchaser will be ~~converted~~merged with and into the ~~right~~Company, towith ~~receive~~the Company surviving as a wholly owned subsidiary of Parent (the ~~Offer~~“Merger”). ~~Price~~The suit further alleges that the Pulmuone Defendants aided and abetted those breaches of fiduciary duties. The Monterey Defendants filed an Answer on November 16, 2009, denying liability and asserting affirmative defenses.

~~The~~On October 16, 2009, a putative class action entitled Georg Thurmann, et al. v. Eric Eddings, et al., Case No. M101914, was filed in the Superior Court of California, in and for Monterey County, alleging that the Monterey Defendants breached their fiduciary duties to Company stockholders by entering into the Merger Agreement ~~contains~~and ~~representations~~that the Pulmuone Defendants aided and abetted those breaches of fiduciary duties. On November 12, ~~warranties~~2009, the plaintiff in this suit filed an amended complaint repeating the earlier allegations and ~~covenants~~adding ~~customary~~allegations that the Monterey Defendants’ disclosures respecting the Merger Agreement and the Offer and the Merger were deficient and in violation of the law of an unspecified state. On November 16, 2009 and November 17, 2009, the Monterey Defendants and the Pulmuone Defendants respectively filed Demurrers or, In the Alternative, Motions to Stay, asserting that plaintiffs’ claims were precluded by the federal Securities Litigation Uniform Standards Act (“SLUSA”) or, in the alternative, should be stayed in favor the earlier-filed action in Delaware. On November 23, 2009, the plaintiff in this suit filed an Ex Parte Application seeking expedited discovery, and an order consolidating all three of the cases before the court (including this case, Filtsch (described below), and Figliozzi (described below)) and appointing plaintiff’s counsel and counsel for the plaintiffs in Filtsch as co-lead counsel for a ~~transaction~~putative class of Company stockholders. The court has not yet ruled on the Ex Parte Application. On November 28, 2009, counsel for the plaintiff indicated that he would file an amended complaint asserting that his client’s claims were governed by Delaware law. While the Company believes that the claims in this ~~nature~~suit are without merit, the Company has provided supplemental disclosures in the Amendment No. 1 to Schedule 14D-9 filed with the Securities and Exchange Commission on December 1, 2009 by the Company (the “Amendment No. 1”) in an effort to moot any possible claim for injunctive relief and to avoid plaintiff’s continuing efforts to interfere with the consummation of the Offer and the Merger.

The ~~Merger~~First ~~Agreement~~Amended ~~permits~~Class ~~the~~Action ~~Company~~Complaint, todated ~~solicit alternative acquisition proposals from third parties until~~ November 7 11, 2009, ~~(the~~in ~~“Go-Shop~~Georg Thurmann, ~~Period~~et ~~Termination~~al. ~~Date”)~~v. InEric ~~addition~~Eddings, ~~the~~et ~~Company may~~al., atCase ~~any~~No. ~~time~~M101914, ~~upon~~is ~~the~~attached ~~terms~~hereto ~~and~~as ~~subject~~Exhibit ~~to the conditions of the Merger Agreement, respond to unsolicited proposals~~99. ~~There can be no assurance that this process will result in an alternative transaction~~1. The Company does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors has made a decision to accept an alternative acquisition proposal, if any, it received.

~~The~~On ~~Merger~~November 3, ~~Agreement~~2009, a ~~also~~putative ~~includes~~class ~~customary~~action ~~termination~~entitled ~~provisions~~Stephen ~~for~~Filtsch, ~~the~~Custodian ~~Company~~FBO ~~and~~Stephen ~~Parent~~G. ~~and~~Filtsch, ~~provides~~Jr. ~~that,~~and inJulie ~~connection~~E. ~~with~~Filtsch ~~the~~v. ~~termination~~Monterey ofGourmet ~~the~~Foods, ~~Merger~~Inc., ~~Agreement~~et ~~under~~al. ~~specified~~Case ~~circumstances~~No. M102250, was filed in the ~~Company~~Superior ~~will~~Court beof ~~required~~California, toin ~~pay~~and ~~Parent~~for aMonterey ~~termination~~County, alleging ~~fee~~that ofthe ~~$2.17~~Monterey ~~million~~Defendants ~~(inclusive~~breached oftheir ~~expenses~~fiduciary ~~incurred~~duties to Company stockholders by ~~Parent~~entering ~~and~~into ~~Purchaser),~~the ~~except~~Merger Agreement and that the ~~termination~~Pulmuone ~~fee~~Defendants ~~will~~aided beand ~~$1.28~~abetted ~~million~~those ~~(inclusive~~breaches of ~~expenses~~ ~~incurred~~fiduciary byduties. ~~Parent~~On ~~and~~November 17, ~~Purchaser)~~2009, in the Monterey ~~event~~Defendants and the ~~Merger~~Pulmuone ~~Agreement~~Defendants isfiled ~~terminated~~Demurrers byor, In the ~~Company~~Alternative, inMotions ~~order~~ to ~~except~~Stay, aasserting ~~superior~~that ~~proposal~~plaintiffs’ ~~from~~claims awere ~~party~~barred ~~with~~by ~~whom~~SLUSA ~~the~~or, ~~Company~~in ~~has~~the ~~had~~alternative, ~~ongoing~~should ~~discussions~~be orstayed ~~negotiations~~in ~~prior~~favor to the Goearlier-~~Shop~~filed ~~Period~~action ~~Termination~~in Delaware. ~~Date~~Plaintiff’s ~~and~~counsel ~~has~~joined ~~been~~in ~~identified~~the motion of the plaintiff’s counsel in ~~writing~~Thurmann to ~~Parent~~be appointed co-lead counsel for a putative class of Company stockholders.

The ~~foregoing~~Class ~~description~~Action ofComplaint, ~~the~~dated ~~Merger~~November 3, ~~Agreement~~2009, ~~is qualified~~ in ~~its~~Stephen ~~entirety~~Filtsch, byCustodian ~~reference~~FBO toStephen ~~the~~G. ~~full text of the Merger Agreement~~Filtsch, ~~which is attached as Exhibit 2~~Jr.1 ~~to this report~~ and isJulie ~~incorporated in this report by reference~~E. ~~The Merger Agreement has been attached to provide investors with information regarding its terms~~Filtsch v. ItMonterey isGourmet ~~not intended to provide any other factual information about the Company~~Foods, ~~Purchaser~~ ~~or Parent~~Inc. ~~In particular~~, ~~the~~et assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the Company to Parent and Purchaser in connection with the signing of the Merger Agreemental. ~~These~~Case ~~disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement~~No. ~~Moreover~~M102250, ~~certain representations~~is ~~and~~attached ~~warranties~~hereto ~~in the Merger Agreement were used for the purpose of allocating risk between the Company and Parent and Purchaser, rather than establishing matters~~ as ~~facts.~~Exhibit ~~Accordingly, you should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual state of facts about the Company, Parent or Purchaser~~99.2.

On ~~October 8~~November 12, 2009, a ~~pursuant~~putative toclass ~~Section~~action 2entitled Senio Figliozzi v.5 Eric Eddings, et al., Case No. M102427, was filed in the Superior Court of California, in and for Monterey County, alleging that the Monterey Defendants breached their fiduciary duties to Company stockholders by entering into the Merger Agreement, and the ~~Board~~Pulmuone ofDefendants ~~Directors~~aided and abetted those breaches of fiduciary duties. The plaintiff in this suit also claims that the ~~Company~~Monterey ~~approved~~Defendants’ disclosures respecting the Merger Agreement and ~~adopted~~the Offer and the Merger were deficient and in violation of the law of an ~~amendment~~unspecified (state. On November 17, 2009, the ~~“ESPP~~Monterey ~~Amendment”)~~Defendants and the Pulmuone Defendants filed Demurrers or, In the Alternative, Motions to Stay, asserting that plaintiffs’ claims were barred by SLUSA or, in the ~~Monterey~~alternative, ~~Gourmet~~should ~~Foods~~be stayed in favor the earlier-filed action in Delaware. On November 19, ~~Inc~~2009, the plaintiff in this suit filed an Ex Parte Application seeking expedited discovery. ~~1995~~The ~~Employee~~Monterey ~~Stock~~Defendants ~~Purchase~~and ~~Plan~~the (Pulmuone Defendants responded on November 20, 2009, and the ~~“ESPP”)~~court set a hearing for November 25, 2009. ~~Pursuant~~At tothe hearing, the ~~ESPP~~court ~~Amendment~~denied the plaintiff’s Ex Parte Application, noholding ~~new~~that ~~offering~~the plaintiff’s ~~periods~~claims ~~under~~were precluded by SLUSA. Also on November 25, 2009, the ~~ESPP~~plaintiff ~~will~~in ~~commence~~this ~~following~~suit ~~October~~filed 8an amended complaint asserting that these claims were governed by Delaware law. The plaintiff’s Ex Parte Application was refiled on November 30, 2009. While the Company believes that the claims in this suit are without merit, the Company has provided supplemental disclosures in the Amendment No. 1 in an effort to moot any possible claim for injunctive relief and to avoid plaintiff’s continuing efforts to interfere with the consummation of the Offer and the Merger.

The ~~foregoing~~First ~~description~~Amended Class ofAction ~~the~~Complaint, ~~ESPP~~dated ~~Amendment~~November 25, ~~does~~2009, ~~not~~in ~~purport~~Senio toFigliozzi bev. ~~complete~~Eric ~~and~~Eddings, iset ~~qualified~~al., byCase ~~reference~~No. ~~to the ESPP Amendment~~M102427, ~~a copy of which~~ is ~~filed~~attached hereto as Exhibit 1099.~~1 to this report and is incorporated herein by reference~~3.

~~Item~~Among ~~3.03~~other ~~Material~~relief, ~~Modification~~plaintiffs toin ~~Rights~~each of ~~Security~~these ~~Holders~~actions seek an order enjoining the Monterey Defendants and the Pulmuone Defendants from proceeding with the Offer and the Merger, as well as rescissionary damages, restitution, and attorneys’ fees. The Monterey Defendants believe that the claims asserted in each of these actions are without merit, continue to deny that

On any ~~October 8, 2009, prior to the execution~~ of ~~the~~them ~~Merger~~has ~~Agreement,~~committed ~~the~~any ~~Board~~violation of ~~Directors~~law of ~~the~~any ~~Company~~kind ~~approved~~or aengaged ~~First~~in ~~Amendment~~any ~~(the~~wrongful ~~“Amendment”)~~acts toalleged in the ~~Shareholder~~above-referenced ~~Protection Rights Agreement~~actions, ~~dated as of July 1, 2008, between the Company~~ and ~~Corporate~~intend ~~Stock~~to ~~Transfer,~~defend ~~Inc~~them vigorously., asEach ~~rights~~Monterey ~~agent~~Defendant expressly ~~(the~~maintains ~~“Rights~~that ~~Agreement”).~~it ~~The~~has ~~Amendment,~~diligently ~~among~~and ~~other~~scrupulously ~~things,~~complied ~~renders~~with ~~the~~its ~~Rights~~legal ~~Agreement inapplicable~~duties. toDiscovery ~~the~~has ~~Merger~~not ~~Agreement~~commenced and ~~the~~no ~~transactions~~trial ~~contemplated~~date ~~thereby~~has ~~(including~~been ~~without~~set ~~limitation~~in ~~the~~any ~~Offer~~of ~~and~~these ~~the Merger)~~actions. InThe ~~addition,~~parties ~~the~~do ~~Amendment~~not ~~provides~~expect ~~that neither Parent, Purchaser, nor~~ any of ~~their~~these ~~affiliates~~lawsuits orto ~~associates~~have ~~will become~~ an ~~“Acquiring~~impact ~~Person”~~on ~~or a “Beneficial Owner” (as such terms are defined in~~ the ~~Rights Agreement), and a Distribution Date and Stock Acquisition Date (as such terms are defined in the Rights Agreement) will~~ ~~not~~completion ~~be deemed to have occurred, as a result~~ of the ~~announcement~~Offer ofor the ~~Offer~~Merger, ~~the Merger~~however, ~~the~~even ~~announcement~~a ormeritless ~~execution~~lawsuit ofmay ~~the~~potentially ~~Merger~~delay ~~Agreement, or the~~ consummation of the Offer orand the Merger ~~or of the other transactions contemplated by the Merger Agreement~~. ~~The Amendment also provides that the Rights Agreement will terminate at the effective time of the Merger.~~

~~The~~Additionally, ~~foregoing~~on ~~description~~September 4, of2009, UTR, LLC, a bidder for the ~~Amendment~~Company, ~~does~~filed ~~not~~an ~~purport~~inspection action against the Company in Delaware Chancery Court, alleging that the Company failed to beconsider breaking ~~complete~~itself ~~and~~into ispieces ~~qualified~~as byopposed ~~reference~~to selling the entire enterprise, failed to explain how the ~~Amendment~~Committee was constituted, afailed ~~copy~~to ofexplain ~~which~~what isthe ~~filed~~Company ashad ~~Exhibit~~done to investigate whether Mr. Tunstall, who sat on the Committee, was affiliated with another bidder. UTR, LLC v. Monterey Gourmet Foods, Inc., CA 4861-VCS (Del. Ch. filed Sept. 4, 2009).1 ~~and~~That action is ~~incorporated~~proceeding. ~~herein~~A bytrial ~~reference~~date of January 6, 2010 has been scheduled for this action. The Company believes that the claims asserted in this action are wholly without merit, continues to deny that it has committed any violation of law of any kind or engaged in any wrongful acts alleged in this action, and intends to defend it vigorously.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on October 8, 2009 announcing the execution of the Merger Agreement. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated in this report by reference.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality of any information in the report that is provided in connection with Regulation FD.

Important Information About the Tender Offer

This report and the description contained herein are for informational purposes only and are not an offer to purchase or a solicitation of an offer to sell securities of the Company. The Offer described herein has not yet been commenced. At the time the Offer is commenced, Parent and its wholly-owned subsidiary intend to file a tender offer statement on a Schedule TO containing an offer to purchase, a letter of transmittal and other related documents with the Securities and Exchange Commission (the “SEC”). At the time the Offer is commenced, the Company intends to file with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9 and, if required, will file a proxy statement or information statement with the SEC at a later date. Such documents will be mailed to stockholders of record and will also be made available for distribution to beneficial owners of common stock of the Company. The solicitation of offers to buy common stock of the Company will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. Stockholders are advised to read the offer to purchase and the letter of transmittal, the solicitation/recommendation statement, the proxy statement, the information statement and all related documents, if and when such documents are filed and become available, as they will contain important information about the Offer and proposed Merger. Stockholders can obtain these documents when they are filed and become available free of charge from the Securities and Exchange Commission’s website at www.sec.gov, or from the information agent Parent selects. In addition, copies of the solicitation/recommendation statement, the proxy statement and other filings containing information about the Company, the Offer and the Merger may be obtained, if and when available, without charge, by directing a request to Monterey Gourmet Foods, Inc., Attention: Investor Relations, at 1528 Moffett Street, Salinas, California 93905, or on the Company’s corporate website at www.MontereyGourmetFoods.com.

Forward Looking Statements

The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. ~~Such risks include, but are not limited to, the ability of the parties to the Merger Agreement to satisfy the conditions to closing specified in the Merger Agreement.~~ More information about the Company and ~~other~~ risks related to the Company are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and its most recent filings with the Securities and Exchange Commission. The Company does not undertake to update the disclosures made herein, and you are urged to read our filings with the Securities and Exchange Commission.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of October 8, 2009, by and among Pulmuone U.S.A., Inc., Pulmuone Cornerstone Corporation, and Monterey Gourmet Foods, Inc.
99.1		First Amended Class Action Complaint, dated November 11, 2009, in Georg Thurmann, et al. v. Eric Eddings, et al., Case No. M101914.
4.1		First Amendment to Shareholder Protection Rights Agreement, dated as of October 8, 2009, between Monterey Gourmet Foods, Inc. and Corporate Stock Transfer, Inc. as rights agent.
99.2		Class Action Complaint, dated November 3, 2009, in Stephen Filtsch, Custodian FBO Stephen G. Filtsch, Jr. and Julie E. Filtsch v. Monterey Gourmet Foods, Inc., et al. Case No. M102250.
10.1		Amendment to Monterey Gourmet Foods, Inc. 1995 Employee Stock Purchase Plan, dated as of October 8, 2009.
99.3		First Amended Class Action Complaint, dated November 25, 2009, in Senio Figliozzi v. Eric Eddings, et al., Case No. M102427.
99.1		Press Release dated October 8, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~MONTEREY GOURMET FOODS, INC.~~	MONTEREY GOURMET FOODS, INC.
Date: October 9, 2009	By:	/s/ Scott S. Wheeler
Date: December 1, 2009		By:	/S/ SCOTT S. WHEELER
		~~Scott S. Wheeler~~	Scott S. Wheeler
		~~Chief Financial Officer~~	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of October 8, 2009, by and among Pulmuone U.S.A., Inc., Pulmuone Cornerstone Corporation, and Monterey Gourmet Foods, Inc.
99.1		First Amended Class Action Complaint, dated November 11, 2009, in Georg Thurmann, et al. v. Eric Eddings, et al., Case No. M101914.
4.1		First Amendment to Shareholder Protection Rights Agreement, dated as of October 8, 2009, between Monterey Gourmet Foods, Inc. and Corporate Stock Transfer, Inc. as rights agent.
99.2		Class Action Complaint, dated November 3, 2009, in Stephen Filtsch, Custodian FBO Stephen G. Filtsch, Jr. and Julie E. Filtsch v. Monterey Gourmet Foods, Inc., et al. Case No. M102250.
10.1		Amendment to Monterey Gourmet Foods, Inc. 1995 Employee Stock Purchase Plan, dated as of October 8, 2009.
99.3		First Amended Class Action Complaint, dated November 25, 2009, in Senio Figliozzi v. Eric Eddings, et al., Case No. M102427.
99.1		Press Release dated October 8, 2009.

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