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) February 3, 2006
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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 February 3, 2006, the Compensation Committee of American Italian Pasta
Company (the "Company") approved the following:
(1) A 2.5% base salary increase for Mr. Don Trott, Executive Vice
President - Sales and Marketing, Mr. Walt George, Executive Vice
President - Operations and Supply Chain and Mr. George Shadid,
Executive Vice President and Chief Financial Officer bringing their
base salaries to $317,750, $238,825 and $289,563, respectively.
(2) An annual incentive cash bonus plan for fiscal 2006 which provides for
a potential cash bonus of up to 50% of their base salary for Mr.
Trott, Mr. George and Mr. Shadid. The bonuses will be based 70% on the
achievement of certain Company EBITDA and cash flow targets in fiscal
2006 and 30% on achieving those targets and on individual performance
indicators. The bonuses are payable after completion of the fiscal
2006 audit and a determination by the Board of Directors that the
targets have been achieved and only if the executive remains employed
by the Company through the date of that determination.
(3) An additional cash bonus of $150,000 for Mr. Shadid, with $75,000
payable on the first business day of fiscal 2007 and $75,000 payable
when the Company has filed all required quarterly and annual reports
with the Securities and Exchange Commission, if Mr. Shadid remains
employed by the Company on such dates.
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: February 9, 2006 AMERICAN ITALIAN PASTA COMPANY
By: /s/ George D. Shadid
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George D. Shadid
Chief Financial Officer
