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) November 14, 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 November 14, 2005, the Compensation Committee of American Italian Pasta
Company (the "Company") approved a retention bonus for the Chief Financial
Officer. Under the terms of the retention bonus, George Shadid, Chief Financial
Officer, would receive a bonus of up to $290,000. Of this amount, $145,000 would
be payable upon completion of the ongoing Audit Committee investigation, and the
remaining $145,000 would be payable in June 2006, in each case if Mr. Shadid
remains an active employee at the time of payment.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Retention Bonus for Chief Financial Officer.
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: November 18, 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 Retention Bonus for Chief Financial Officer