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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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March
10, 2009
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Papa
John's International, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-21660
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61-1203323
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2002
Papa John's Boulevard
Louisville,
Kentucky
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40299-2367
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(502)
261-7272
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N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This
Form 8-K/A is filed as an amendment to the Current Report on Form 8-K
filed by Papa John’s International, Inc. (the “Company”) on March 10, 2009
where we reported, under Item 5.02, the resignation of William M. Van
Epps as President, USA effective March 10, 2009. This amendment
is being filed to include the Agreement and Release between Mr. Van
Epps and the Company.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On
March 25, 2009, the Company entered into an Agreement and Release (the
“Release”) with William M. Van Epps, who resigned as President, USA on
March 10, 2009. Under the terms of the Release, Mr. Van Epps’
employment with the Company will end on March 31, 2009, and he will
provide consulting services to the Company as needed through June 30,
2009. Pursuant to the terms and conditions of the Release, the
Company agreed to pay Mr. Van Epps, subject to applicable withholdings,
his current base salary and benefits through March 31, 2009, and further
agreed to pay Mr. Van Epps a lump sum severance payment of $446,500,
representing nine months of salary and other items as described in the
Release, plus COBRA premiums for nine months after his separation date if
Mr. Van Epps elects such coverage. Mr. Van Epps’ outstanding
stock options will continue to vest through the end of his consulting
period, and his vested stock options will remain exercisable pursuant to
the terms of the plans under which the stock options were
issued. The Release also provides for other customary covenants
and releases. The foregoing summary of the Release is qualified
in its entirety by reference to the full text of the Release which is
filed as Exhibit 10.1 hereto and incorporated by reference
herein.
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Item
9.01. Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
of Exhibit
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10.1
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Agreement
and Release between Papa John’s International, Inc., and William M. Van
Epps dated March 25, 2009.
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Papa
John's International, Inc.
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(Registrant)
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Date: March
27, 2009
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By:
/s/ J. David
Flanery
Name: J.
David Flanery
Senior
Vice President and
Chief
Financial Officer
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