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) January 2, 2007
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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 8.01 Other Events.
As a result of the delay in the filing of the Company's 2005 Form 10-K and Proxy
Statement, the Company could not make certain disclosures required to be made in
those filings under Section 303A of the New York Stock Exchange ("NYSE") Listed
Company Manual as more fully discussed below. On Friday, December 15, 2006, the
Company advised the NYSE that the finalization of its financial statements for
the fiscal year ended September 30, 2005 and the accompanying audit were
ongoing, and at this time, the Company was not prepared to file its 2005 Form
10-K and Proxy Statement which would include the required NYSE corporate
governance disclosures. Based upon these discussions with the Company, the NYSE
advised the Company that it could provide the required corporate governance
disclosures through the filing of this Current Report on Form 8-K.
The NYSE Listed Company Manual requires NYSE-listed companies to make certain
corporate governance disclosures in their annual reports on Form 10-K and proxy
statements. In particular, Section 303A of the NYSE Listed Company Manual (the
"Listed Company Manual") requires companies to:
o disclose the board's evaluation of each director's relationship with
the company, whether the board has adopted categorical standards of
independence, and its determination as to the independence of each
director;
o identify the non-management director who presides at all regularly
scheduled executive sessions of the non-management members of the board
of directors;
o disclose a method by which interested parties may communicate directly
with the presiding director or the non-management directors as a group;
o disclose the availability of such company's corporate governance
guidelines, code of business conduct and ethics and charters for the
board's audit, compensation and corporate governance committees on its
website and in print upon stockholder request; and
o disclose that (i) such company's chief executive officer and chief
financial officer have filed the certifications required by Section 302
of the Sarbanes-Oxley Act with the company's most recently filed annual
report on Form 10-K, and (ii) such company's chief executive officer
has certified to the NYSE that he is not aware of any violation of the
NYSE corporate governance listing standards by the company.
The Company intends to provide the following disclosures in its 2005 Form 10-K
and/or Proxy Statement to be distributed to stockholders in substantially the
form presented below. The Company is diligently working to complete its 2005
Form 10-K and Proxy Statement, and will distribute both filings to its
stockholders as soon as possible. However, the Company can provide no assurances
at this time as to when this distribution will take place.
Director Independence
Pursuant to the Company's Corporate Governance Principles, it is a policy of the
Board of Directors that a majority of the directors will not be current or
former employees of the Company and will meet appropriate standards of
independence. In determining independence, the Board considers the definition of
independence adopted by the NYSE. The Board has affirmatively determined that
each director deemed independent has no material relationship with the Company
as required by Section 303A.02(a) of the Listed Company Manual, and is not
disqualified from being deemed independent under Section 303A.02(b) of the
Listed Company Manual. The Company's independent directors are David Allen,
Jonathan E. Baum, Mark C. Demetree, James A. Heeter, Ronald C. Kesselman, Robert
H. Niehaus, Terence C. O'Brien, William R. Patterson, Tim M. Pollak and Raymond
P. Silcock.
Presiding Director for Executive Sessions
William R. Patterson, Chairman of the Board of Directors presides over executive
sessions of the non-management directors of the Board.
Communication with Non-Management Directors
In order that interested parties may make their concerns known to the Company's
non-management directors, the Chairman of the Board of Directors and the
Company's other non-management directors may be contacted directly in writing in
care of the Company at 4100 North Mulberry Drive, Suite 200, Kansas City, MO
64116.
Corporate Governance Guidelines, Code of Business Conduct and Committee Charters
The Company's Corporate Governance Principles, Code of Conduct and Ethics and
charters for the Audit, Compensation and Nominating & Governance Committees are
available on the Company's website at http://www.aipc.com under the headings
"For Investors-Corporate Governance." Copies of these documents are also
available to stockholders upon request, addressed to General Counsel and Chief
Compliance Officer, 4100 North Mulberry Drive, Suite 200, Kansas City, MO 64116
(telephone number: 816-584-5000). The Company will satisfy any disclosure
requirements under Item 5.05 of Form 8-K regarding a waiver from any provision
of the Code of Conduct & Ethics for principal officers or directors by
disclosing the nature of such amendment or waiver on our website or in a report
on Form 8-K.
Annual CEO Certification
The certification by the Company's chief executive officer required under
Section 303A.12(a) of the NYSE corporate governance rules has been submitted to
the NYSE.
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: January 2, 2007 AMERICAN ITALIAN PASTA COMPANY
By: /s/ Paul R. Geist
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Paul R. Geist
Vice President and Corporate Controller
