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) July 2, 2008
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Board of Directors of American Italian Pasta Company (the "Company")
adopted an Amendment to its Amended and Restated By-Laws of the Company
effective July 2, 2008.
The Amendment revised and replaced Article VII, Shares of Capital Stock, to
clarify the Company's ability to issue and transfer uncertificated shares and
the method of handling lost certificates and to eliminate an unnecessary
provision regarding transfer agents.
A copy of the Amendment to the By-Laws is attached as Exhibit 3.1 hereto
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
3.1 Amendment to Amended and Restated Bylaws.
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: July 8, 2008 AMERICAN ITALIAN PASTA COMPANY
By: /s/ Paul R. Geist
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Paul R. Geist
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
3.1 Amendment to Amended and Restated Bylaws.
