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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 25, 2006
AMERICAN ITALIAN PASTA COMPANY
(Exact Name of Registrant
as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-13403 84-1032638
(Commission File Number) (IRS Employer Identification No.)
4100 N. Mulberry Drive, Suite 200,
Kansas City, Missouri 64116
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (816) 584-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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):
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement
Mr. Horst W. Schroeder resigned from the Board of Directors of American
Italian Pasta Company (the "Company") effective January 25, 2006 (the
"Termination Date"). Mr. Schroeder previously resigned as Chairman of the Board
of the Company effective October 17, 2005. On January 25, 2006, the Company
entered into a Separation Agreement (the "Separation Agreement") with Mr.
Schroeder. The Separation Agreement provides that Mr. Schroeder will receive (1)
$120,000, less applicable taxes, which is equal to the minimum annual base
compensation as defined in his employment agreement with the Company dated as of
January 14, 2003 (the "Employment Agreement"), and (2) continued healthcare
benefits until September 30, 2006. Participation in all other benefit and
compensation plans and arrangements ceased as of the Termination Date. In
addition, pursuant to the Separation Agreement the Company agreed to reimburse
HWS & Associates, Inc., a management consulting firm owned by Mr. Schroeder, in
the amount of $40,500 for certain costs and expenses, which satisfies in full
any and all obligations of the Company to Mr. Schroeder in respect of the letter
agreements between the Company and HWS & Associates, Inc. dated as of October 1,
1999 and January 21, 2002. Vesting of stock options and restricted stock ceased
as of the Termination Date. Stock options vested as of the Termination Date may
be exercised for a period of three months after the Termination Date.
The Company's obligations to make payments to Mr. Schroeder under the
Separation Agreement and his ability to exercise stock options are contingent
upon his compliance with the provisions of the Separation Agreement. Mr.
Schroeder must also cooperate reasonably with the Company and its Audit
Committee in any investigations.
Under the Separation Agreement, Mr. Schroeder agreed to release the Company
from all claims other than certain indemnification claims. In addition, the
non-compete provisions of the Employment Agreement remain in effect for two
years. The confidentiality provisions of the Employment Agreement remain in
effect indefinitely.
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.
Schroeder and the Company terminated as of the Termination 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 January 25, 2006, Horst W. Schroeder resigned from the Board of
Directors.
Effective January 26, James Fogarty was named President, in addition to his
current role 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 Horst W. Schroeder dated
January 25, 2006
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.
AMERICAN ITALIAN PASTA COMPANY
Date: January 31, 2006 By: /s/ George D. Shadid
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Name: George D. Shadid
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
10.1 Separation Agreement between the Company and Horst W.
Schroeder dated January 25, 2006
