AIPC American Italian Pasta (MM)

As filed with the Securities and Exchange Commission on July 27, 2010

Registration No. 333-123436

 

 

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)

Delaware (State or other jurisdiction of incorporation or organization)		84-1032368 (I.R.S. Employer Identification No.)

1251 N.W. Briarcliff Parkway, Suite 500
Kansas City, MO 64116
(Address, including zip code, of Principal Executive Offices)

AMERICAN ITALIAN PASTA COMPANY EMPLOYEE STOCK PURCHASE 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.

 

 

DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-123436), with respect to 50,000 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 Employee Stock Purchase Plan, which was filed with the Securities and Exchange Commission on March 18, 2005 (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 Company’s Common Stock (other than shares of Common Stock held in the Company’s 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 Company’s 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.

     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:

Signature		Title		Date
/s/ John P. Kelly   John P. Kelly		Chief Executive Officer and Director † (Principal Executive Officer)		July 27, 2010
/s/ Paul R. Geist   Paul R. Geist		Chief Financial Officer (Principal Financial and Accounting Officer)		July 27, 2010
/s/ William R. Patterson*   William R. Patterson		Director †		July 27, 2010
/s/ David W. Allen*   David W. Allen		Director †		July 27, 2010
/s/ Jonathan E. Baum*   Jonathan E. Baum		Director †		July 27, 2010
/s/ Cathleen S. Curless*   Cathleen S. Curless		Director †		July 27, 2010
/s/ Robert J. Druten*   Robert J. Druten		Director †		July 27, 2010
/s/ James A. Heeter*   James A. Heeter		Director †		July 27, 2010
/s/ Ronald P. Kesselman*   Ronald P. Kesselman		Director †		July 27, 2010

Signature		Title		Date
/s/ Tim M. Pollack*   Tim M. Pollack		Director †		July 27, 2010

Index of Exhibits

Exhibit Number		Document
24.1		Power of Attorney

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