**UNITED STATES SECURITIES ANDEXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**AmendmentNo. 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** |

 

**CommissionFile No. 000-50111**

 

**DAKOTA GROWERS PASTA COMPANY, INC.**

(Exactname of registrant as specified in its charter)

 
| **North  Dakota**         | ** ** | **45-0423511**                     |
|---------------------------|------------|------------------------------------|
| (State  of incorporation) |       | (IRS  Employer Identification No.) |

 

**One Pasta Avenue, Carrington, ND 58421**

(Addressof principal executive offices including zip code)

 

**(701) 652-2855**

(Registrant’stelephone 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:

**CommonStock, $.01 par value per shareSeries D Delivery Preferred Stock, $.01 par value per share**

 

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Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 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 ýNo o

 

Indicate by check markif disclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act).  Yes oNo ý

 

There is no establishedpublic market for the Registrant’s common stock. Although there is a limited,private market for shares of the Registrant’s common stock, the Registrant doesnot obtain information regarding the transfer price in transactions between itsshareholders and therefore is unable to estimate the aggregate market value ofthe 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 pershare, outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

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**Description of Amendment**

 

This Amendment No. 1 on Form 10-K/A to the AnnualReport on Form 10-K of Dakota Growers Pasta Company, Inc. is being filed toprovide additional information at Item 13. Certain Relationships and RelatedTransactions.  Therefore, Item 13 of PartIII of the Annual Report on Form 10-K is hereby amended and restated asfollows:

 

**ITEM 13.  CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

**Purchase of Certain Assets**

 

The Company’s Vice President of Sales andMarketing 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 Companypurchased certain assets during fiscal year 2002. In conjunction with thepurchase of such assets, Mr. Hasper entered into a Covenant not to Compete withthe Company for a period extending through March 31, 2007. The Companypaid Mr. Hasper $100,000 in consideration for entering into the aforementionedCovenant not to Compete.

 

**Consulting Services**

 

In July 2004, theCompany and MVC Financial Services, Inc. entered into a consulting agreementpursuant to which MVC Financial Services, Inc. will provide certain businessconsulting services to the Company for annual compensation of $75,000 per yearand the reimbursement of expenses.  MVCFinancial 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 andChairman of MVC Capital, Inc.

 

**Relationship withS&T Marketing Services, LLC**

 

S&T MarketingServices, LLC (S&T) is a company located in Brooklyn Park, Minnesota, whichprovides sales brokerage and consulting services.  Jack B. Hasper, an executive officer ofDakota Growers, is one of three owners of S&T, each of whom have equalownership interests.  Mr. Hasper is notan officer or employee of S&T and has no involvement in its day-to-dayoperations.  In Dakota Grower’s fiscalyear ended July 31, 2004, Dakota Growers paid S&T $968,000 primarilyrelated to commissions for sales of Dakota Grower’s products to U.S. Foodservicebrokered by S&T and other consulting services provided by S&T.  Since becoming an employee of Dakota Growersin 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 byS&T to Dakota Growers or otherwise. Additionally, Mr. Hasper received no income from Dakota Growers relatedto S&T’s brokerage or consulting services in either of the Company’s lasttwo fiscal years.  Although Mr. Hasperhas received no income in recent years from his ownership of an interest inS&T, the Company has asked Mr. Hasper to either divest his interest inS&T or otherwise resolve the conflict created by Mr. Hasper’s ownership ofan 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 therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to besigned 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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