UNITED STATES
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 1, 2005
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AMERICAN ITALIAN PASTA COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 001-13403 84-1032638
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4100 N. Mulberry Drive, Suite 200, Kansas City, Missouri 64116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 584-5000
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Not Applicable
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(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 1.01 Entry into a Material Definitive Agreement.
On October 1, 2005, American Italian Pasta Company (the "Company") entered
into a Severance Agreement (the "Severance Agreement") with Walt George,
Executive Vice President - Operations and Supply Chain. Mr. George's employment
agreement with the Company expired on September 30, 2005, and the Severance
Agreement repeats and continues certain provisions of the employment agreement.
Under the terms of the Severance Agreement, Mr. George agreed that during
his employment and for a period of 18 months after any termination of
employment, he will not compete with the Company nor solicit employees or
customers of the Company. Mr. George also agreed to hold confidential certain
information of the Company.
The Severance Agreement provides that if Mr. George is terminated by the
Company without cause (as defined in the Severance Agreement) or if he resigns
for good reason (as defined in the Severance Agreement), the Company will pay to
Mr. George severance in the amount of (1) unpaid base salary and earned bonus as
of the termination date, and (2) continuation of base salary for 12 months after
the termination date. In addition, if at the date of termination Mr. George has
been employed for 10 consecutive years, he will be paid 50% of the prorated
bonus he would have been entitled to if employed through the bonus period. Mr.
George shall also be entitled to participate for 18 months after termination in
Company health, medical and other benefit plans. Participation shall cease when
Mr. George becomes eligible for comparable programs of a subsequent employer.
All severance obligations are conditioned on compliance by Mr. George with his
non-competition, non-solicitation and confidentiality obligations.
A copy of the Severance Agreement is hereby incorporated by reference and
attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Severance Agreement between the Company and Walt George dated October
1, 2005.
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.
Date: October 6, 2005 AMERICAN ITALIAN PASTA COMPANY
By: /s/ George D. Shadid
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George D. Shadid
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
10.1 Severance Agreement between the Company and Walt George
dated October 1, 2005.
