Form 10-K American Italian Pasta Co
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FORM 10-K AMERICAN ITALIAN PASTA CO - AITP Filed: June 27, 2008 (period: September 28, 2007) Annual report which provides a comprehensive overview of the company for the past year Table of Contents 10-K PART I. ITEM 1. BUSINESS.......................................................1 PART I. ITEM 1A. RISK FACTORS...................................................7 PART I. ITEM 1B. UNRESOLVED STAFF COMMENTS.....................................15 ITEM 2. PROPERTIES....................................................15 ITEM 3. LEGAL PROCEEDINGS.............................................15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........18 PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER ITEM 6. SELECTED FINANCIAL DATA.......................................20 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....33 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................34 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ITEM 9A. CONTROLS AND PROCEDURES.......................................64 ITEM 9B. OTHER INFORMATION.............................................66 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE........67 ITEM 11. EXECUTIVE COMPENSATION........................................70 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES........................92 PART IV. ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.......................92 PART I ITEM 1. BUSINESS ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES EXHIBIT INDEX EX-10.18 (involuntarily terminated by American Italian other than for Cause, then, if the Employee ethe form required by the Company that include) EX-21 (Subsidiaries of the registrant) EX-23 (Consents of experts and counsel) EX-31.1 (Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002) EX-31.2 (Certifications required under Section 302 of the Sarbanes-Oxley Act of 2002) EX-32 (Certifications required under Section 906 of the Sarbanes-Oxley Act of 2002) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2007 OR | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13403 AMERICAN ITALIAN PASTA COMPANY (Exact name of registrant as specified in its charter) Delaware 84-1032638 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4100 N. Mulberry Drive, Suite 200 64116 Kansas City, Missouri (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (816) 584-5000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Convertible Common Stock: $.001 par value per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes | | No |X| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes | | No |X| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes | | No |X| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer | | Accelerated filer |X| Non-accelerated filer | | Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes | | No |X| As of March 30, 2007 and March 28, 2008, the aggregate market value of the Registrant's Class A Convertible Common Stock held by non-affiliates (using the closing price) was approximately $196,346,000 and $100,039,000, respectively. The number of shares outstanding as of June 2, 2008 of the Registrant's Class A Convertible Common Stock was 19,387,454 and there were no shares outstanding of the Registrant's Class B Convertible Common Stock. DOCUMENTS INCORPORATED BY REFERENCE: None. Source: AMERICAN ITALIAN PAS, 10-K, June 27, 2008 AMERICAN ITALIAN PASTA COMPANY FORM 10-K FISCAL YEAR ENDED SEPTEMBER 28, 2007 INDEX Page Explanatory Note ii PART I.........................................................................1 ITEM 1. BUSINESS.......................................................1 ITEM 1A. RISK FACTORS...................................................7 ITEM 1B. UNRESOLVED STAFF COMMENTS.....................................15 ITEM 2. PROPERTIES....................................................15 ITEM 3. LEGAL PROCEEDINGS.............................................15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........18 PART II.......................................................................18 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.............18 ITEM 6. SELECTED FINANCIAL DATA.......................................20 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........................22 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....33 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................34 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...........................64 ITEM 9A. CONTROLS AND PROCEDURES.......................................64 ITEM 9B. OTHER INFORMATION.............................................66 PART III......................................................................67 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE........67 ITEM 11. EXECUTIVE COMPENSATION........................................70 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS....................87 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.....................................91 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES........................92 PART IV.......................................................................92 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.......................92 i Source: AMERICAN ITALIAN PAS, 10-K, June 27, 2008 Explanatory Note Restatement of Historical Financial Statements As more fully described in the Company's previously filed Annual Report on Form 10-K for fiscal year ended September 30, 2005 the Company restated its previously issued audited consolidated financial statements for fiscal years 2001 through 2004 and its unaudited consolidated financial statements for the first two quarters of fiscal year 2005, (the "Restatement"). Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains statements concerning potential future events. These forward-looking statements are based upon assumptions by our management, as of the date of this Annual Report on Form 10-K, including assumptions about risks and uncertainties faced by us. Readers can identify these forward-looking statements by the use of verbs such as expects, anticipates, believes, estimates, intends, projects, may, will, predicts, or similar verbs or conjugations of such verbs. If any of our assumptions prove incorrect or should unanticipated circumstances arise, our actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors described