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 20, 2009
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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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 20, 2009, the Compensation Committee of American Italian Pasta
Company (the "Company") approved the annual cash bonus plan for all salaried
employees of the Company for fiscal 2009. The cash bonus plan provides for
certain incentive amounts to be paid based on a percentage of the employee's
base salary and the achievement of certain threshold, target and maximum
earnings before taxes, as adjusted, net revenue and net debt benchmarks. For
executive officers of the Company in fiscal 2009, the cash bonus plan provides
for payments to Jack Kelly, Walt George, Paul Geist and Robert Schuller in the
amounts of $229,320, $131,899, $104,104 and $100,100 respectively, at threshold,
$327,600, $188,428, $148,720 and $143,000, respectively, at target, and
$425,880, $244,956, $193,336 and $185,900, respectively, at maximum. Adjustments
may be made to the final payouts to reflect individual performance evaluations.
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 26, 2009 AMERICAN ITALIAN PASTA COMPANY
By: /s/ Paul R. Geist
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Paul R. Geist
Chief Financial Officer
