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) March 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 March 3, 2006, the Compensation Committee of American Italian Pasta
Company (the "Company") authorized the grant as of March 6, 2006, of 237,932
shares of restricted stock to 18 employees of the Company, and stock
appreciation rights representing 894,144 shares of common stock to 53 employees
of the Company. Mr. George Shadid, Executive Vice President and Chief Financial
Officer, received a grant of 38,619 shares of restricted stock and a stock
appreciation right with respect to 51,986 shares of common stock. Mr. Walt
George, Executive Vice President, Operations and Supply Chain, received a grant
of 33,433 shares of restricted stock and a stock appreciation right with respect
to 45,006 shares of common stock. The restricted stock and the stock
appreciation rights vest 50% ratably over four years and 50% on the fourth
anniversary of the grant date. The stock appreciation rights have an exercise
price of $5.50 per share. The restricted stock and the stock appreciation rights
were granted pursuant to the Company's 2000 Equity Incentive Plan, as amended.
In connection with these grants, the Compensation Committee approved new
forms of award agreements for the restricted stock and stock appreciation
rights. The form of Restricted Stock Agreement is attached at Exhibit 10.1
hereto and incorporated by reference herein, and the form of Stock Appreciation
Right Award Agreement is attached as Exhibit 10.2 hereto and incorporated by
reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
Because the Company is not current in its filings with the Securities and
Exchange Commission, its Form S-8 Registration Statement with respect to the
2000 Equity Incentive Plan may not be considered currently effective.
Accordingly, the grant of restricted stock discussed in Item 1.01 may not have
been pursuant to a currently effective Form S-8 Registration Statement. In
addition, on February 16, 2006, the Company issued 33,733 shares of restricted
stock to its outside directors under the 2000 Equity Incentive Plan as partial
payment for their annual retainer. No consideration was paid for the restricted
stock by the employees or directors. If it were to be determined that the grant
of restricted stock constituted a sale under the Securities Act of 1933,
registration or an applicable exemption would be required. In the event the
grants of such restricted stock were to be deemed a sale under the Securities
Act of 1933, the restricted stock was issued by the Company in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Restricted Stock Agreement.
10.2 Form of Stock Appreciation Right Award Agreement.
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: March 8, 2006 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 Form of Restricted Stock Agreement.
10.2 Form of Stock Appreciation Right Award Agreement.
