UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
--------------------------
AMERICAN ITALIAN PASTA COMPANY
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1032638
---------------------------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1000 Italian Way
Excelsior Springs, Missouri 64024
(Address of Principal Executive Offices)
AMERICAN ITALIAN PASTA COMPANY 1992 STOCK OPTION PLAN
AMERICAN ITALIAN PASTA COMPANY 1993 NONQUALIFIED STOCK OPTION
PLAN
AMERICAN ITALIAN PASTA COMPANY 1997 EQUITY INCENTIVE PLAN
---------------------------------------------------------
(Full Title of the Plans)
David E. Watson
Executive Vice President and Chief Financial Officer
1000 Italian Way
Excelsior Springs, Missouri 64024
(816) 502-6000
---------------------------------------------------------
(Name, Address, and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
securities Amount maximum maximum Regist-
to be to be offering price aggregate ration
registered registered per share offering price fee
------------ ---------- -------------- -------------- --------
To be offered pursuant to the American Italian Pasta Company 1992
Stock Option Plan (the "1992 Plan"):
<S> <C> <C> <C> <C>
Class A
Common Stock,
par value
$.01 per share 962,260 $8.36 $8,040,181 $2,372
Shares <F1> <F2> <F1>
Interests
in the 1992 <F3> <F4>
Plan
To be offered pursuant to the American Italian Pasta Company 1993
Nonqualified Stock Option Plan (the "1993 Plan"):
Class A
Common Stock,
par value
$.01 per share 82,783 $21.98 $1,819,951 $537
Shares <F1> <F2> <F1>
Interests
in the 1993 <F3> <F4>
Plan
To be offered pursuant to the American Italian Pasta Company 1997
Equity Incentive Plan (the "1997 Plan"):
Class A
Common Stock,
par value
$.01 per share 2,000,000 $25.49 $50,974,112 $15,037
<F1><F2> <F1> -------
Interests
in the 1997 <F3> <F4>
Plan
Total Registration Fee $17,946
=======
<FN>
<F1> Calculated pursuant to Rules 457(h)(1) and 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"),
based upon the aggregate exercise price of outstanding
options and average of the high and low prices for the
Registrant's Class A Convertible Common Stock for shares not
covered by issued awards on the New York Stock Exchange on
May 1, 1998.
<F2> Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the
Securities Act.
<F3> To the extent that the interests in the 1992 Plan, 1993 Plan
and 1997 Plan constitute securities, pursuant to Rule
416(c), this Registration Statement shall be deemed to
register an indeterminate amount of interests in the 1992
Plan, 1993 Plan and 1997 Plan.
<F4> Pursuant to Rule 457(h)(2), no registration fee is required
with respect to the interests in the 1992 Plan, 1993 Plan
and 1997 Plan.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the United States Securities
and Exchange Commission (the "Commission") under the Securities
Act, this Registration Statement omits the information specified
in Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by American
Italian Pasta Company (the "Registrant") with the Commission are
incorporated in and made a part of this Registration Statement by
reference, as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the
year ended October 3, 1997 dated December 23, 1997
(Commission file 001-13403) and any amendments thereto (the
"Annual Report");
(b) All reports and any amendments thereto filed by
the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") since October 3, 1997;
(c) The description of the Registrant's Class A Common
Stock, par value $0.001 per share (the "Common Stock"),
under the caption "Description of Capital Stock" included in
the Registrant's Registration Statement on Form S-1 dated
April 9, 1998, as amended (Commission file No. 333-49719)
(the "S-1 Registration Statement"); and
(d) All documents subsequently filed by the Registrant
or by the 1992 Plan, 1993 Plan or 1997 Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
other than the Registrant's stock performance graph and
compensation committee's report on executive compensation
set forth in any such filing prior to the filing of a post-
effective amendment to this registration statement which
indicates that all securities registered hereunder have been
sold or which deregisters all of the securities offered then
remaining unsold.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement herein (or in any
other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
The financial statements of the Registrant appearing in the
Annual Report have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included in the
Annual Report and incorporated herein by reference. Such
financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated by
reference herein in reliance upon the reports of Ernst & Young
LLP pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in
accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
("DGCL"), empowers a Delaware corporation to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such persons against expenses
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened,
pending or completed action or suit by or in the right of the
corporation if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not
have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific
case upon a determination by the stockholders or disinterested
directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the
applicable standard of conduct. The Charter and By-laws of the
Company provide that directors and officers shall be indemnified
as described above in this paragraph to the fullest extent
permitted by the DGCL; provided, however, that any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person shall be indemnified only if
such proceeding (or part thereof) was authorized by the Board of
Directors of the Company. The Charter and By-laws will permit
the board of directors to authorize the Company to purchase and
obtain insurance against any liability asserted against any
director, officer, employee or agent of the Company arising out
of his or her capacity as such. Reference is made to Article V
of the Company's Charter filed as Exhibit 4.1 hereto and Article
VI of the Company's By-laws filed as Exhibit 4.2 hereto.
As permitted by the DGCL, the Company's charter provides
that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except (i) for a breach of the
director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (relating to the declaration of dividends
and purchase or redemption of shares in violation of the DGCL),
or (iv) for any transaction from which the director derived an
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this registration statement on Form S-8 are
listed in the Exhibit Index of this registration statement, which
Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
Rule 415 Offering
-----------------
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
Incorporation of Subsequent Exchange Act Documents by Registrant.
----------------------------------------------------------------
The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the annual report of the Registrant or of a Plan pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Form S-8 Registration Statement
-------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Excelsior Springs, Missouri.
AMERICAN ITALIAN PASTA COMPANY
By: /s/ TIMOTHY S. WEBSTER
----------------------------
Date: May 8, 1998
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Horst
W. Schroeder, Timothy S. Webster, and David E. Watson, and each
of them, as his true and lawful attorneys-in-fact and agents,
each acting alone, with full powers of substitution and
resubstitution, for him in his name, place and stead, in any and
all capacities, to sign any and all amendments to this
Registration Statement, including any and all amendments, and any
and all documents in connection therewith, and to file the same,
with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and
hereby ratifies, approves and confirms all that his said
attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------------------- ------------------ -----------
/s/HORST W. SCHROEDER Chairman of Board May 6, 1998
--------------------- of Directors
/s/TIMOTHY S. WEBSTER President and Chief May 6, 1998
----------------------- Executive Officer,
Director
/s/DAVID E. WATSON Executive Vice May 6, 1998
----------------------- President and Chief
Financial Officer
/s/JONATHAN E. BAUM Director May 6, 1998
-----------------------
/s/ DAVID Y. HOWE Director May 6, 1998
-----------------------
/s/ ROBERT H. NIEHAUS Director May 6, 1998
-----------------------
/s/ JOHN P. O'BRIEN Director May 6, 1998
-----------------------
/s/ WILLIAM R. PATTERSON Director May 6, 1998
------------------------
/s/ RICHARD C. THOMPSON Director May 6, 1998
------------------------
Pursuant to the requirements of the Securities Act, the
Committee appointed in connection with the 1992 Plan, 1993 Plan
and 1997 plan has duly caused this registration statement to be
signed on behalf of the 1992 Plan, 1993 Plan and 1997 Plan by the
undersigned, thereunto duly authorized.
AMERICAN ITALIAN PASTA COMPANY
1992 STOCK OPTION PLAN
By: /s/ HORST W. SCHROEDER
------------------------
Date: May 6, 1998
AMERICAN ITALIAN PASTA COMPANY
1993 NONQUALIFIED STOCK OPTION PLAN
By: /s/ HORST W. SCHROEDER
------------------------
Date: May 6, 1998
AMERICAN ITALIAN PASTA COMPANY
1997 EQUITY INCENTIVE PLAN
By: /s/ HORST W. SCHROEDER
------------------------
Date: May 6, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
--------- ----------------------
4.1 The Registrant's Amended and Restated
Certificate of Incorporation dated
October 7, 1997, which is attached as
Exhibit 3.1 to the S-1 Registration
Statement, is incorporated by reference
herein as Exhibit 4.1.
4.2 The Registrant's Amended and Restated
By-Laws dated October 7, 1997, which are
attached as Exhibit 3.2 to the S-1
Registration Statement, are incorporated
by reference herein as Exhibit 4.2.
5 Opinion of Sonnenschein Nath &
Rosenthal (including consent).
23 Consent of Ernst & Young LLP.
The Consent of Sonnenschein Nath &
Rosenthal is included in Exhibit 5.
24 The Powers of Attorney are included on
the signature page.
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
May 8, 1998
American Italian Pasta Company
1000 Italian Way
Excelsior Springs, Missouri 64024
Re: Registration Statement on Form S-8 in connection with
the American Italian Pasta Company's 1992 Stock Option
Plan, 1993 Nonqualified Stock Option Plan and 1997
Equity Incentive Plan (collectively, the "Plans")
Ladies and Gentlemen:
In connection with the preparation of the above-referenced
registration statement (the "Registration Statement") on behalf
of American Italian Pasta Company, a Delaware corporation (the
"Corporation"), you have asked us to provide you this opinion
letter in accordance with subsection (b)(5) of Item 601 of
Regulation S-K promulgated by the United States Securities and
Exchange Commission. The Registration Statement relates to the
offer and sale pursuant to the Plans of up to 3,045,043 shares
(the "Shares") of the Corporation's Class A Convertible Common
Stock, par value $0.001 per share (the "Common Stock"). The
Common Stock is not convertible by participants in the Plans.
Based upon and subject to our examination described herein
and the assumptions, exceptions, qualifications, and limitations
set forth herein, we are of the opinion that the Shares that will
be originally issued under the Plans will, when issued pursuant
to and in accordance with the terms of the applicable Plan, be
validly issued, fully paid and non-assessable.
We have examined and relied upon, without further
investigation, the following in connection with rendering the
opinions expressed herein: (a) the Plans; (b) the Corporation's
Certificate of Incorporation, as amended and restated on October
7, 1997, and the Corporation's Bylaws adopted by the
Corporation's Board of Directors on October 7, 1997; (c) the
resolutions adopted by the Corporation's Board of Directors and
Stockholders to adopt the Plans as certified by the Secretary of
the Corporation and the related certificate; and (d) such other
documents, certificates, records, and oral statements of public
officials and the officers of the Corporation as we deemed
necessary for the purpose of rendering the opinions expressed
herein. In our examinations, we have assumed the genuineness of
all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed, or photostatic copies or by facsimile or
electronic mail and the authenticity of the originals from which
such copies, facsimiles or electronic transmissions were made.
This opinion letter is limited to the specific legal issues
under the General Corporation Law of the State of Delaware that
it expressly addresses, and accordingly, does not address any
other issues. In expressing our opinions set forth herein with
respect to the General Corporation Law of the State of Delaware,
we have reviewed and relied upon, without further investigation,
such state's laws as published in generally available sources.
We consent to the filing of this opinion letter, or a
reproduction thereof, as an exhibit to the Registration
Statement. In giving such consent, however, we are not admitting
that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Securities and
Exchange Commission thereunder.
This opinion letter is as of the date set forth above, and
we disclaim any obligation to update this opinion letter for
changes in the applicable law or the facts after such date.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/James A. Heeter
Exhibit 23
Consent of Independent Auditors
We consent to the reference to our firm under "Item 3.
Incorporation of Documents by Reference" in the Registration
Statement (Form S-8) and related prospectuses pertaining to the
1992 Stock Option Plan, 1993 Nonqualified Stock Option Plan and
the 1997 Equity Incentive Plan of American Italian Pasta Company
and to the incorporation by reference therein of our report dated
October 27, 1997, with respect to the financial statements of
American Italian Pasta Company included in its Annual Report
(Form 10-K) for the year ended October 3, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Kansas City, Missouri
May 6, 1998
