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) August 8, 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 2.02 Results of Operations and Financial Condition.
On August 14, 2006, American Italian Pasta Company (the "Company") issued a
press release providing certain revenue and liquidity information. The press
release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 8, 2006, Mr. George Shadid resigned his position as Executive
Vice President and Chief Financial Officer of American Italian Pasta Company
("the Company"), effective immediately. Mr. Shadid had also served as the
Company's principal accounting officer. Mr. Shadid will remain an employee of
the Company until September 1, 2006.
The press release issued on August 14, 2006 announcing this resignation is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Other Events.
The Company's press release issued on August 14, 2006 also noted that it
did not file its Form 10-Q for the third fiscal quarter ended June 30, 2006 on
the due date of August 9, 2006. As previously disclosed, the Company has also
not filed its Form 10-Qs for the first and second fiscal quarters of fiscal 2006
and for the third fiscal quarter of fiscal 2005, as well as its Form 10-K for
the fiscal year ended September 30, 2005.
The Audit Committee investigation is in a late stage. The Company and the
Audit Committee advisors continue to review several issues. The Company
currently plans to complete its restatement and re-filing of financial
statements by the end of December 2006 and expects to be current in its
delinquent filings by the end of the first calendar quarter of 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated August 14, 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: August 14, 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
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99.1 Press release dated August 14, 2006.
