8-K

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): October 23, 2008

IMPERIAL SUGAR COMPANY

(Exact name of registrant as specified in its charter)

TEXAS	000-16674	74-0704500
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

ONE IMPERIAL SQUARE P. O. BOX 9 SUGAR LAND, TEXAS	77487
(Address of principal executive offices)	(Zip Code)

(281) 491-9181

(Registrant’s telephone number, including area code)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On October 23, 2008 the Board of Directors of Imperial Sugar Company (the “Company”) elected Messrs. Ronald C. Kesselman and John E. Stokely to the Board for a term expiring at the next annual meeting of stockholders. Messrs. Kesselman and Stokely were elected to fill vacancies created as a result of the expansion of the Board to eleven members.

Messrs. Kesselman and Stokely will receive compensation in accordance with the Company’s non-employee director programs described in the Company’s Proxy Statement, dated December 20, 2007, and were each granted 8,517 restricted share units on October 23, 2008. Such restricted share units will vest six months after service on the Board terminates but no earlier than October 23, 2010. Messrs. Kesselman and Stokely have been appointed to serve on the Special Committee described below under “Other Events”, and will receive compensation for such service of a $25,000 retainer plus $1,000 per meeting attended, commencing on the sixth meeting of the Special Committee.

The Company issued a press release dated October 27, 2008 announcing the appointments which is attached hereto as Exhibit 99.1 and incorporated in this Item 5.02 by reference.

ITEM 8.01. Other Events.

On July 31, 2008, the Board of Directors received a letter from an attorney representing a stockholder of the Company requesting, among other things, that the Board cause an independent investigation to be made with respect to alleged mismanagement and breaches of fiduciary duty by the Company’s officers, directors and employees relating to the February 7, 2008 explosion at the Company’s refinery in Port Wentworth, Georgia. On October 2, 2008, the Board received a similar letter requesting that the Company commence legal actions against specified officers and directors.

On October 23, 2008, the Board of Directors established a committee of Messrs. Kesselman and Stokely, independent and disinterested directors (the “Special Committee”), with full authority to investigate and address the allegations contained in the shareholder letters described above.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Imperial Sugar Company dated October 27, 2008.

SIGNATURE

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.

	IMPERIAL SUGAR COMPANY
Date: October 27, 2008	By:	/s/ John C. Sheptor
		Name: John C. Sheptor
		Title:   President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Company Contact:

H.P. Mechler

SVP and Chief Financial Officer

281-490-9652

Imperial Sugar Appoints Ron Kesselman and John Stokely

to its Board of Directors

Sugar Land, TX—(October 27, 2008)—Imperial Sugar Company (NASDAQ:IPSU) today announced the appointment of Ron Kesselman and John Stokely to its Board of Directors, expanding its board membership to 11 directors.

James J. Gaffney, Imperial Sugar’s chairman of the board, commented, “We are delighted that both Ron Kesselman and John Stokely are joining us. Ron and John are two industry veterans with significant experience in the food and consumer products industries who will greatly complement our existing board as we continue to work to enhance shareholder value.”

Mr. Kesselman, age 65, has more than 40 years business experience, including a number of senior roles in the food and consumer products industries. Previously, Kesselman served as the chairman and CEO of Elmer’s Products, and chairman of Wise Foods. Before Elmer’s, he served in executive roles with Borden Inc. and Mattel Corporation. Kesselman currently serves on the Board of Directors of publicly traded companies American Italian Pasta Co. and The Inventure Group as well as privately held Homax Products. He received an MBA from the Kellogg School of Management at Northwestern University, and a BS in Economics from the University of Wisconsin.

Mr. Stokely, age 55, currently works as a consultant. He has strong experience in wholesale food distribution having served in several senior executive roles with Richfood Holdings Inc., which was subsequently acquired by SUPERVALU in 1999. As chairman, president and CEO of Richfood, he oversaw a leading wholesale food distribution network to over 1,400 regional and independent grocers. Before Richfood, he held numerous other senior executive roles, including president and CEO of Miller and Rhodes, Inc. Stokely currently serves on the Board of Directors of publicly traded companies Pool Corporation and Transaction System Architects, Inc. He received a BS from the University of Tennessee.

About Imperial Sugar

Imperial Sugar Company is one of the largest processors and marketers of refined sugar in the United States to food manufacturers, retail grocers and foodservice distributors. The Company

markets products nationally under the Imperial^®, Dixie Crystals^® and Holly^® brands. For more information about Imperial Sugar, visit www.imperialsugar.com.

Statements regarding future market prices and margins, future Port Wentworth construction costs, timelines and operational restart dates, future expenses and liabilities arising from the Port Wentworth refinery incident, future insurance recoveries, future import and export levels, future government and legislative action, future operating results, future availability of raw sugar, operating efficiencies, future investments and initiatives, future cost savings, future product innovations, future energy costs, our liquidity and ability to finance our operations and capital investment programs, future pension plan contributions and other statements that are not historical facts contained in this release are forward-looking statements that involve certain risks, uncertainties and assumptions. These include, but are not limited to, results of damaged equipment inspections, unforeseen engineering and equipment delays, results of insurance negotiations, market factors, farm and trade policy, our ability to realize planned cost savings and other improvements, the available supply of sugar, energy costs, the effect of weather and economic conditions, results of actuarial assumptions, actual or threatened acts of terrorism or armed hostilities, legislative, administrative and judicial actions and other factors detailed in the Company’s Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

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