10-K/A 1 a04-15408_110ka.htm 10-K/A

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Amendment No. 1 on Form 10-K/A to

FORM 10-K

 

ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the fiscal year ended July 31, 2004

 

 

 

or

 

 

o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File No. 000-50111

 

DAKOTA GROWERS PASTA COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

North Dakota

 

45-0423511

(State of incorporation)

 

(IRS Employer Identification No.)

 

One Pasta Avenue, Carrington, ND 58421

(Address of principal executive offices including zip code)

 

(701) 652-2855

(Registrant’s telephone number, including area code)

 

Securities Registered Pursuant To Section 12(b) Of The Act:

None

 

Securities Registered Pursuant To Section 12(g) Of The Act:

Common Stock, $.01 par value per share
Series D Delivery Preferred Stock, $.01 par value per share

 

 

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ý

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes o No ý

 

There is no established public market for the Registrant’s common stock. Although there is a limited, private market for shares of the Registrant’s common stock, the Registrant does not obtain information regarding the transfer price in transactions between its shareholders and therefore is unable to estimate the aggregate market value of the Registrant’s common shares held by non-affiliates. As of December 29, 2004, the Registrant had 13,169,382 shares of common stock, par value $0.01 per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 


 

Description of Amendment

 

This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of Dakota Growers Pasta Company, Inc. is being filed to provide additional information at Item 13. Certain Relationships and Related Transactions.  Therefore, Item 13 of Part III of the Annual Report on Form 10-K is hereby amended and restated as follows:

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Purchase of Certain Assets

 

The Company’s Vice President of Sales and Marketing is Mr. Jack B. Hasper. Prior to his employment with the Company, Mr. Hasper was part-owner of a sales and marketing firm from which the Company purchased certain assets during fiscal year 2002. In conjunction with the purchase of such assets, Mr. Hasper entered into a Covenant not to Compete with the Company for a period extending through March 31, 2007. The Company paid Mr. Hasper $100,000 in consideration for entering into the aforementioned Covenant not to Compete.

 

Consulting Services

 

In July 2004, the Company and MVC Financial Services, Inc. entered into a consulting agreement pursuant to which MVC Financial Services, Inc. will provide certain business consulting services to the Company for annual compensation of $75,000 per year and the reimbursement of expenses.  MVC Financial Services, Inc. is an affiliate of MVC Capital, Inc., a holder of 5% or greater of the Company’s Common Stock.  Michael T. Tokarz, a director of the Company, is a stockholder and Chairman of MVC Capital, Inc.

 

Relationship with S&T Marketing Services, LLC

 

S&T Marketing Services, LLC (S&T) is a company located in Brooklyn Park, Minnesota, which provides sales brokerage and consulting services.  Jack B. Hasper, an executive officer of Dakota Growers, is one of three owners of S&T, each of whom have equal ownership interests.  Mr. Hasper is not an officer or employee of S&T and has no involvement in its day-to-day operations.  In Dakota Grower’s fiscal year ended July 31, 2004, Dakota Growers paid S&T $968,000 primarily related to commissions for sales of Dakota Grower’s products to U.S. Foodservice brokered by S&T and other consulting services provided by S&T.  Since becoming an employee of Dakota Growers in March 2002, Mr. Hasper has not received any income from S&T, whether in his capacity as an owner of S&T, for services provided by S&T to Dakota Growers or otherwise.  Additionally, Mr. Hasper received no income from Dakota Growers related to S&T’s brokerage or consulting services in either of the Company’s last two fiscal years.  Although Mr. Hasper has received no income in recent years from his ownership of an interest in S&T, the Company has asked Mr. Hasper to either divest his interest in S&T or otherwise resolve the conflict created by Mr. Hasper’s ownership of an interest in S&T.

 

Exhibits

 

 

 

31.1

 

Certification of Chief Executive Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a).

 

31.2

 

Certification of Chief Financial Officer required by Securities and Exchange Commission Rule 13a-14(a) or 15d-14(a).

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

DAKOTA GROWERS PASTA COMPANY, INC.

 

 

 

By:

/s/ Timothy J. Dodd

 

 

Timothy J. Dodd

 

President and Chief Executive Officer

 

 

 

Dated: December 30, 2004

 

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