8-K

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):    April 19, 2012

National Beverage Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14170	59-2605822
(Commission File Number)	(IRS Employer Identification No.)
8100 SW Tenth Street, Suite 4000 Fort Lauderdale, Florida	33324
(Address of Principal Executive Offices)	(Zip Code)

(954) 581-0922

(Registrant’s Telephone Number, Including Area Code)

(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):

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))

Item 8.01 Other Events

On April 19, 2012, National Beverage Corp. issued a press release that includes excerpts of a letter to shareholders. This release is furnished herewith as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit 99.1 National Beverage Corp., Press Release dated April 19, 2012.

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:  April 20, 2012	By:	/s/ Dean A. McCoy
		Dean A. McCoy Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

99.1 National Beverage Corp., Press Release dated April 19, 2012.

EX-99.1

Exhibit 99.1

(National Beverage Corp. Shareholder)

Patriotism . . .

April 19, 2012 ‒

Addressing the volatility of current stock market conditions – Nick A. Caporella, Chairman and Chief Executive Officer of National Beverage Corp., recently wrote a letter to shareholders, excerpts of which are stated below:

“While the recent market volatility has alarmed even the most savvy of investors, those of us who manage a business for the benefit of our owners, often are required to assure them when circumstances warrant.  This is one of those times:

Nothing has occurred within our Company or business model to affect our year-end target.  We will have the results that were forecast!

Additionally, we plan to review our previously announced stock buyback program at the upcoming Board meeting on Friday, April 20.  

Our investors have received $5.28 in cash dividends over the past five-year period with $2.30 per share paid on February 14, 2011.  The April 28, 2012 year-end cash position is projected to allow the Company solid options:  fund the stock repurchase program or consider additional cash distributions.

-more-

National Beverage Corp.

Page 2

In times of ‘unparalleled circumstances’, where ‘Stand Your Ground’ laws or Rogue Comments by the leaders of our country ‒ unnerving even the mightiest ‒ trigger dilemma in a jittery society.   Drama has trampled our spirits, becoming our daily wake-up call!

Well, the only Drama here at National Beverage is our devotion and passion to excel, in our commitment to ‘create value for our shareholders’.  That's it!!!

Smacks of strange times for certain, when major learning institutions choose to teach our cash flow/balance sheet philosophies to their aspiring business students, while any ‘by gosh/by chance’ wannabe analyst can be printed unabashed – simultaneously.

This is America . . . 2012!  (sad to say!)

Nick A. Caporella

Chairman and Chief Executive Officer

P.S.  I hope you feel better – I do!”

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 whichmay cause actual results, performanceor achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by suchforward-looking statements.  Such factors include fluctuations in costs, changes in consumer preferencesand other items and risk factorsdescribed in the Company's Securities and Exchange Commission filings.  The Company disclaims anobligation to update any such factors orto publicly announce the results of any revisions to any forward-looking statements contained herein toreflect future events or developments.