As filed with the Securities and Exchange Commission on June 8, 2007
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
APPLEBEE'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1461763
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4551 West 107th Street
Overland Park, Kansas 66207
(Address, including zip code, of Principal Executive Offices)
APPLEBEE'S INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
David L. Goebel
Chief Executive Officer
Applebee's International, Inc.
4551 West 107th Street
Overland Park, Kansas 66207
(913) 967-4000
(Name, address and telephone number of agent for service)
Copy to:
James M. Ash, Esq.
Blackwell Sanders Peper Martin LLP
Plaza Colonnade
4801 Main Street, Suite 1000
Kansas City, Missouri 64112
(816) 983-8000
CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Proposed maximum Proposed maximum
Title of securities to be registered Amount to be offering price aggregate Amount of
registered (1) per share (2) offering price registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share 500,000 $ 25.88 $ 12,940,000 $ 397.26
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1) The 500,000 shares of Common Stock being registered are issuable under the
Employee Stock Purchase Plan ("Plan") of Applebee's International, Inc.
("Company"), and represent increases under the plan approved at the
Company's most recent annual stockholders' meeting held on May 25, 2007.
This Registration Statement shall also be deemed to register and cover any
additional shares of Common Stock that may be issued under the Plan
pursuant to the Plan's anti-dilution provisions as the result of any stock
split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
offering price per share is based on the average of the high and low prices
of the Company's Common Stock as listed on the Nasdaq Stock Market on June
5, 2007.
EXPLANATORY NOTE
This Form S-8 is being filed for the purpose of registering an additional
500,000 shares of Common Stock, par value $0.01 per share, of the Company for
issuance under the Plan. Such Common Stock are additional securities of the same
class as other securities for which previous registration statements on Form S-8
were filed with the Securities and Exchange Commission (the "Commission").
Pursuant to General Instruction E of Form S-8, the contents of the following
previously filed registration statements and amendments are incorporated by
reference herein, except for Items 3, 5 and 8 of such previously filed
registration statements, which are replaced and superseded with the Items 3, 5
and 8 set forth in this Registration Statement:
Registration Statement on Form S-8 filed by the Company on December 13,
1996, as amended by Post-Effective Amendment No. 1 filed by the Company on
March 12, 2004 (No. 333-17823);
Registration Statement on Form S-8 filed by the Company on October 1, 2001,
as amended by Post-Effective Amendment No. 1 filed by the Company on March
12, 2004 (No. 333-70656); and
Registration Statement on Form S-8 filed by the Company on May 16, 2005
(No. 333-124967).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company are
incorporated in this Registration Statement on Form S-8 by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2006;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended April 1,
2007;
3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since December 31, 2006,
except for information furnished under Current Reports on Form 8-K, which
is not deemed filed and not incorporated herein by reference; and
4. The description of common stock contained in the Company's Registration
Statement on Form 8-A effective September 27, 1989, and any further
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all of the securities
offered then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
1.
Item 5. Interests of Named Experts and Counsel.
Rebecca R. Tilden, Vice President and General Counsel of the Company, will
issue an opinion as to the legality of the securities registered hereunder. Ms.
Tilden owns 24,792 shares of Common Stock and holds options to purchase 80,999
shares of Common Stock, and stock appreciation rights with respect to 10,000
shares of Common Stock.
Item 8. Exhibits.
5 Opinion of Rebecca R. Tilden, counsel to the Company.
23.1 Consent of Rebecca R. Tilden (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in signature page of Registration
Statement).
2.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Overland Park, State of Kansas, on June 8, 2007.
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ David L. Goebel
------------------------
David L. Goebel
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Applebee's International, Inc., hereby severally constitute David
L. Goebel and Rebecca R. Tilden and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, 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 this Registration Statement on Form S-8, and generally to do
all such things in our names and in our capacities as directors to enable
Applebee's International, Inc. 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 Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ David L. Goebel Director, Chief Executive Officer June 8, 2007
------------------------------------
David L. Goebel
/s/ Steven K. Lumpkin Director, Executive Vice President, Chief June 8, 2007
------------------------------------ Financial and Strategy Officer and Treasurer
Steven K. Lumpkin (Principal Financial Officer)
/s/ Beverly O. Elving Vice President and Controller June 8, 2007
------------------------------------
Beverly O. Elving
/s/ Lloyd L. Hill Director, Chairman of the Board June 8, 2007
------------------------------------
Lloyd L. Hill
/s/ Erline Belton Director June 8, 2007
------------------------------------
Erline Belton
/s/ Gina Boswell Director June 8, 2007
------------------------------------
Gina Boswell
3.
/s/ Richard C. Breeden Director June 8, 2007
------------------------------------
Richard C. Breeden
/s/ Douglas R. Conant Director June 8, 2007
------------------------------------
Douglas R. Conant
/s/ D. Patrick Curran Director June 8, 2007
------------------------------------
D. Patrick Curran
/s/ Eric L. Hansen Director June 8, 2007
------------------------------------
Eric L. Hansen
/s/ Laurence E. Harris Director June 8, 2007
------------------------------------
Laurence E. Harris
/s/ Jack P. Helms Director June 8, 2007
------------------------------------
Jack P. Helms
/s/ Rogelio Rebolledo Director June 8, 2007
------------------------------------
Rogelio Rebolledo
/s/ Burton M. Sack Director June 8, 2007
------------------------------------
Burton M. Sack
/s/ Michael A. Volkema Director June 8, 2007
------------------------------------
Michael A. Volkema
4.
Index of Exhibits
Exhibit
Number Document
5 Opinion of Rebecca R. Tilden, counsel to the Company.
23.1 Consent of Rebecca R. Tilden (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in signature page of
Registration Statement).
5.