NT 10-K 1 form12b25_121505.htm NT 10-K Form 12b-25 for Form 10-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

SEC FILE NUMBER:  001-13403

CUSIP NUMBER:  027070101

(Check  One) |X| Form 10-K  |_| Form 20-F  |_| Form 11-K |_| Form 10-Q
             |_| Form N-SAR |_| Form N-CSR

For Period Ended:  September 30, 2005

[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

PART I--REGISTRANT INFORMATION

American Italian Pasta Company
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Full Name of Registrant

Not Applicable
-------------------------------------------
Former Name if Applicable

4100 N. Mulberry Drive, Suite 200
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Address of Principal Executive Office (Street and Number)

Kansas City, Missouri  64116
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City, State and Zip Code





PART II--RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

|_|  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K,  Form  20-F,  Form 11-K,  Form N-SAR or Form  N-CSR,  or portion
     thereof,  will be filed on or before the  fifteenth  calendar day following
     the  prescribed  due date;  or the subject  quarterly  report or transition
     report on Form  10-Q,  or portion  thereof,  will be filed on or before the
     fifth calendar day following the prescribed due date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.


PART III--NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the  transition  report or  portion  thereof,  could not be filed  within the
prescribed time period.

The Annual Report on Form 10-K of American Italian Pasta Company (the "Company")
for the year ended September 30, 2005,  could not be filed with the Securities
and Exchange Commission on a timely basis without unreasonable effort or expense
in light of the circumstances described below.

As previously disclosed, the Company's Audit Committee is conducting an internal
investigation of certain  accounting  procedures and practices and certain other
matters. The Company has previously disclosed significant impairment charges and
other  financial  statement  adjustments  that it expects will be recorded.  The
Audit  Committee's  investigation  is ongoing and may result in modifications to
such adjustments or additional adjustments. The outcome of the Audit Committee's
investigation and the impact these financial statement  adjustments will have on
the Company's  financial  statements for the year ended September 30, 2005 or on
prior period financial statements, has not yet been determined.

In  addition,  on  October  25,  2005,  the  Company  announced  certain  of its
historical financial statements should no longer be relied upon and that as soon
as practical  after the  conclusion  of the Audit  Committee  investigation  the
Company  anticipated  filing  restated  financial  statements  for the  affected
periods (the "Restatement").

The Company's  annual report on Form 10-K,  due on December 14, 2005,  cannot be
completed  and filed until the Audit  Committee  has completed its review of the
matters that are the subject of its internal  investigation  and the Restatement
can be completed.

The Company  will file its Form 10-K as soon as  practicable  but will not do so
within the fifteen day extension period provided for under SEC Rule 12b-25.


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PART IV--OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

George D. Shadid                                (816) 584-5621
---------------------------------------         --------------------------------
(Name)                                          (Area Code) (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s). |_|Yes |X|No

        Quarterly Report on Form 10-Q for the quarter ended July 1, 2005

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings  statements  to be included in the subject  report or portion  thereof?
|X|Yes |_|No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

As a result of the pending  Restatement,  the Registrant's results of operations
from the corresponding periods of the prior fiscal year will change. Because the
Restatement  process is not yet complete and is subject to audit, the Registrant
cannot  determine  if a  significant  change in results of  operations  from the
corresponding  periods of the prior fiscal year will be reported or quantify the
extent of any such change at this time.


                         American Italian Pasta Company
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:  December 15, 2005               By:     /s/ George D. Shadid
                                          --------------------------------------
                                       Name:   George D. Shadid
                                       Title:  Chief Financial Officer


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