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 10, 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.
Effective March 10, 2006, American Italian Pasta Company (the "Company")
entered into a letter agreement amendment (the "Amendment") to the engagement
letter dated September 28, 2005 (the "Letter") between the Company and Alvarez &
Marsal, LLC ("A&M"). The Amendment (1) sets staffing levels and costs for
remainder of 2006; (2) confirms the hourly billing rates for A&M personnel shall
remain unchanged for 2006; (3) reduces the potential incentive compensation set
forth in the Letter from $2.0 million to $1.5 million by reducing the potential
incentive compensation for reaching certain established financial targets from
$1.0 million to $750,000 and reducing the potential incentive compensation for
reaching certain established cash flow targets from $1.0 million to $750,000.
In addition, as required under the Letter, the Company issued A&M a warrant
to purchase 472,671 shares of the Company's Class A Convertible Common Stock
(the Shares"). The warrant provides for an exercise price of $5.67 per Share.
The warrant is fully vested and will expire on September 28, 2010. The warrant
contains anti-dilution protection and provides for certain adjustments to the
number of Shares that may be purchased and the exercise price in the event the
Company declares a stock dividend, a stock split, combines or consolidates the
Shares, or in the event of any reclassification, change in the outstanding
securities of the Company, reorganization or merger of the Company, or sale of
all or substantially all of its assets.
The Amendment is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The warrant is attached as Exhibit 10.2 hereto and incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The discussion in Item 1.01 above regarding the issuance of a warrant to
A&M is incorporated herein by reference. The warrant 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 Letter Agreement between the Company and Alvarez & Marsal, LLC dated
March 10, 2006.
10.2 Warrant to Purchase Class A Convertible Common Stock of American
Italian Pasta Company dated March 10, 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 16, 2006 AMERICAN ITALIAN PASTA COMPANY
By: /s/ James P. Fogarty
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James P. Fogarty
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
10.1 Letter Agreement between the Company and Alvarez & Marsal,
LLC dated March 10, 2006.
10.2 Warrant to Purchase Class A Convertible Common Stock of
American Italian Pasta Company dated March 10, 2006.
