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 6, 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 1.02 Termination of a Material Definitive Agreement.
American Italian Pasta Company (the "Company") implemented a realignment of
the Company's sales and marketing organization, including the promotions of
certain sales executives. In connection with the realignment and the related
elimination of a reporting layer, Dan Trott, Executive Vice President of Sales
and Marketing, will be leaving the Company effective March 24, 2006 (the
"Separation Date"). As a result of his separation, the Employment Agreement
dated August 25, 2003 between Mr. Trott and the Company (the "Employment
Agreement") will terminate as of the Separation Date. In accordance with the
provisions of the Employment Agreement, Mr. Trott will receive (1) any base
salary earned through the Separation Date, including any accrued but unused
vacation, (2) his current base salary ($317,750) for a period of 12 months
following the Separation Date, payable in equal bi-weekly installments, subject
to Mr. Trott's obligation under the Employment Agreement to mitigate these
payments, and (3) continued eligibility for 18 months to participate, at his
cost, in all health, medical and life insurance programs generally provided to
employees, subject to obtaining comparable coverage with another employer.
Participation in all other benefit and compensation plans and arrangements will
cease as of the Separation Date. All outstanding stock options and restricted
stock will vest as of the Separation Date.
The non-compete, non-solicitation and non-disparagement provisions of Mr.
Trott's Employment Agreement remain in effect for 24 months following the
Separation Date. The confidentiality provisions of the Employment Agreement
remain in effect forever.
A copy of the press release of the Company announcing the realignment is
incorporated by reference herein and attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
In connection with the realignment of the Company's sales and marketing
organization, the Company also announced that four current sales executives are
assuming broader general management positions for their respective areas of
business responsibility. In that regard, the following individuals are being
promoted from area vice president positions to the following senior vice
president roles: Pat Regan - Senior Vice President of National Accounts; Mike
Kaczynski - Senior Vice President of East Region; and Tom Branich - Senior Vice
President of West Region. In addition, Jerry Dear will continue as Executive
Vice President of Industrial and Club Channels with assumption of increased
general management responsibilities. These four sales executives have over 27
years of combined service with the Company.
As part of the realignment of responsibilities, these sales executives will
report directly to Jim Fogarty, President and Chief Executive Officer. The
Company's Director of Marketing, Drew Lericos, will also report directly to Mr.
Fogarty.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of the Company dated March 7, 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.
Date: March 10, 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
99.1 Press Release of the Company dated March 7, 2006.
