- Post-Effective Amendment to an S-8 filing (S-8 POS)
July 27 2010 - 5:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 27, 2010
Registration No. 333-153238
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN ITALIAN PASTA COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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84-1032368
(I.R.S. Employer
Identification No.)
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1251 N.W. Briarcliff Parkway, Suite 500
Kansas City, MO 64116
(Address, including zip code, of Principal Executive Offices)
AMERICAN ITALIAN PASTA COMPANY 2000 EQUITY INCENTIVE PLAN
(Full title of the plan)
John P. Kelly
1251 N.W. Briarcliff Parkway, Suite 500
Kansas City, MO 64116
(816) 584-5000
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the
Registration Statement on Form S-8 (Registration No. 333-153238), with respect to 1,212,313 shares of Class A Convertible Common Stock, par
value $0.001 per share (Common Stock), of American Italian Pasta Company (the Company), issuable under the American Italian Pasta Company
2000 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on August 28, 2008 (the Registration Statement).
On July 27, 2010 (the Effective Time), pursuant to an Agreement and Plan of Merger dated as
of June 20, 2010, as amended on July 15, 2010, by and among the Company, Ralcorp Holdings, Inc.
(Parent) and Excelsior Acquisition Co., a wholly owned subsidiary of Parent (Purchaser),
Purchaser merged with and into the Company with the Company being the surviving entity and becoming
a wholly owned subsidiary of Parent. At the Effective Time, all outstanding shares of the
Companys Common Stock (other than shares of Common Stock held in the Companys treasury and those
as to which a stockholder had properly perfected appraisal rights as of the Effective Time) were
cancelled and converted into the right to receive $53.00 in cash.
All offerings of the Companys Common Stock contemplated pursuant to all existing registration
statements filed by the Company, including the Registration Statement, have been terminated.
Accordingly, the Company hereby removes and withdraws from registration all shares of Common Stock
registered pursuant to the Registration Statement that remain unsold.
[Signature page follows]
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company 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 Post-Effective Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Kansas City, State of Missouri, on July 27, 2010.
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AMERICAN ITALIAN PASTA COMPANY
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By:
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/s/ Paul R. Geist
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Paul R. Geist
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1 has been signed below by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ John P. Kelly
John P. Kelly
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Chief Executive Officer and Director
(Principal Executive Officer)
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July 27, 2010
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/s/ Paul R. Geist
Paul R. Geist
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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July 27, 2010
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/s/ William R. Patterson*
William R. Patterson
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Director
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July 27, 2010
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/s/ David W. Allen*
David W. Allen
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Director
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July 27, 2010
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/s/ Jonathan E. Baum*
Jonathan E. Baum
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Director
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July 27, 2010
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/s/ Cathleen S. Curless*
Cathleen S. Curless
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Director
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July 27, 2010
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/s/ Robert J. Druten*
Robert J. Druten
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Director
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July 27, 2010
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/s/ James A. Heeter*
James A. Heeter
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Director
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July 27, 2010
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/s/ Ronald P. Kesselman*
Ronald P. Kesselman
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Director
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July 27, 2010
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Signature
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Title
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Date
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/s/ Tim M. Pollack*
Tim M. Pollack
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Director
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July 27, 2010
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* By
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/s/ Robert Schuller
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Robert Schuller, Attorney-in-Fact
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Collectively represent at least a majority of the Board of Directors
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Index of Exhibits
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Exhibit Number
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Document
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24.1
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Power of Attorney
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