S-8 POS

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)

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 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 o Accelerated filer þ 
Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

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 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.

AMERICAN ITALIAN PASTA COMPANY
By:	/s/ Paul R. Geist
	Paul R. Geist
	Chief Financial Officer

     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

* By	/s/ Robert Schuller
	Robert Schuller,  Attorney-in-Fact

^† Collectively represent at least a majority of the Board of Directors

Index of Exhibits

Exhibit Number	Document
24.1	Power of Attorney

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

July 22, 2010

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of American Italian Pasta Company (the “Company”), hereby severally constitute Robert Schuller and Paul R. Geist, and each of them singly, our true and lawful attorneys, with full power to them, or their duly appointed substitute as the same may be designated in writing from time to time, to sign for us and in our names in the capacities indicated below, any and all amendments to any Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Registration Statements”), and generally to do all such things in our names and in our capacities as directors to enable the Company to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statements and any and all amendments thereto.

IN WITNESS WHEREOF, we have caused our signatures to be affixed hereto as of the date first written above.

/s/ William R. Patterson William R. Patterson, Director	/s/ Robert J. Druten Robert J. Druten, Director
/s/ David W. Allen David W. Allen, Director	/s/ James A. Heeter James A. Heeter, Director
/s/ Jonathan E. Baum Jonathan E. Baum, Director	/s/ Ronald P. Kesselman Ronald P. Kesselman, Director
/s/ Cathleen S. Curless Cathleen S. Curless, Director	/s/ Tim M. Pollack Tim M. Pollack, Director