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) December 4, 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.
Mr. Timothy S. Webster resigned from his position as Co-Chief Executive
Officer of American Italian Pasta Company (the "Company") and his membership on
the Board of Directors effective December 4, 2005 (the "Resignation Date").
Effective December 5, 2005, the Company entered into a Separation Agreement (the
"Separation Agreement") with Mr. Webster. The Separation Agreement provides that
Mr. Webster will receive (1) any base salary earned through the Resignation Date
but not paid and accrued vacation, less applicable taxes, (2) cash severance in
the amount of $287,500, less applicable taxes, payable in six equal monthly
installments, and (3) continued healthcare benefits until May 31, 2006.
Participation in all other benefit and compensation plans and arrangements
ceased as of the Resignation Date. Vesting of stock options and restricted stock
ceased as of the Resignation Date. Stock options vested as of the Resignation
Date may be exercised for a period of three months after the Resignation Date.
The Company's obligations to make payments to Mr. Webster under the
Separation Agreement and his ability to exercise stock options are contingent
upon his compliance with the provisions of the Separation Agreement. The
Company's obligations and Mr. Webster's ability to exercise stock options would
also cease if the Company determines that, after the date of the Separation
Agreement, Mr. Webster has conducted himself in a manner that has or may
adversely affect the Company. Mr. Webster must also cooperate fully with the
Company and its Audit Committee in any investigations and in the defense of any
litigation.
Under the Separation Agreement, Mr. Webster agreed to release the Company
from all claims other than certain indemnification claims. In addition, the
non-compete and non-solicitation provisions of Mr. Webster's Employment
Agreement with the Company, effective May 30, 2002 and amended as of March 3,
2003 (the "Employment Agreement"), remain in effect for eighteen months. The
confidentiality provisions of the Employment Agreement remain in effect forever.
A copy of the Separation Agreement is hereby incorporated by reference and
attached hereto as Exhibit 10.1.
Item 1.02 Termination of a Material Definitive Agreement.
As a result of his resignation, the Employment Agreement between Mr.
Webster and the Company terminated as of the Resignation Date, except for those
provisions which continue under the Separation Agreement, as described in Item
1.01 above.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective December 4, 2005, (1) Timothy Webster, Co-Chief Executive Officer
of the Company, resigned his employment with the Company and his membership on
the Board of Directors, and (2) the Company designated James Fogarty of Alvarez
& Marsal LLC, who has been serving as Co-Chief Executive Officer of the Company
since September 29, 2005, as Chief Executive Officer of the Company. See Item
5.02 of the Company's Current Report on Form 8-K filed on October 4, 2005 for
further information regarding Mr. Fogarty.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Separation Agreement between the Company and Timothy S. Webster dated
December 5, 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: December 8, 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 Separation Agreement between the Company and Timothy S.
Webster dated December 5, 2005.
