Unassociated Document
As
filed with the Securities and Exchange Commission on August 5, 2010
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAPA
JOHN’S INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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61-1203323
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification Number)
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2002
Papa John’s Boulevard
Louisville,
Kentucky 40299
(502)
261-7272
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
____________________________
Papa
John’s International, Inc.
401
(k) Plan
(Full
title of the Plan)
____________________________
J.
David Flanery
Senior
Vice President, Chief Financial Officer and Treasurer
Papa
John’s International, Inc.
2002
Papa John’s Boulevard
Louisville,
Kentucky 40299
(502)
261-7272
(Name,
address and telephone number of agent for service)
____________________________
Copies
to:
Alan
L. Dye, Esq.
John
B. Beckman, Esq.
Hogan
Lovells US LLP
555
Thirteenth Street, N.W.
Washington,
D.C. 20004
(202)
637-5600
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. (Check
one):
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
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Title
of securities to be registered
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Amount
to be
Registered
(1)
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Proposed
maximum
offering price
per
unit (2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount
of
registration
fee
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Common
Stock, par value
$0.01
per share
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100,000 shares
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$25.28
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$2,528,000
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$180.25
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, this Registration Statement
also covers an indeterminate number of shares that may become issuable
under the plan as a result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
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(2)
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Calculated
pursuant to Rule 457(c) and (h) under the Securities Act of 1933 on the
basis of $25.28 per share, which was the average of the high and low
prices of the Common Stock as reported on the NASDAQ Global Market on
August 2, 2010.
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_________________________
EXPLANATORY
NOTE
This
Registration Statement is being filed to register 100,000 additional shares of
Common Stock, par value $0.01 per share (the “Common Stock”), of Papa John’s
International, Inc. (the “Company”) which have been reserved for issuance under
the Papa John’s International, Inc. 401 (k) Plan, as amended and restated (the
“Plan”). All of the additional shares of Common Stock being registered hereunder
will be issued out of treasury or will be acquired in the open market by the
Plan administrator, and therefore, pursuant to Item 8 of Form S-8, an opinion of
counsel regarding the legality of the securities being registered hereunder is
not required as the securities are not original issue.
Two hundred thousand (200,000) shares
(as adjusted for a two-for-one stock split in January 2006) of Common Stock were
previously registered on a Registration Statement on Form S-8 (Registration No.
333-48999, filed on March 31, 1998) (the “Initial Form S-8”). In
addition, the Initial Form S-8 covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan. As permitted by General Instruction E to
Form S-8, this Registration Statement incorporates by reference the contents of
the Initial Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
In
accordance with General Instruction E to Form S-8, the contents of the Initial
Form S-8 are hereby incorporated into this Registration Statement by
reference.
Item
8. Exhibits.
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Exhibit No.
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Description
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4.1
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Specimen
Common Stock Certificate. Exhibit 4.1 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 is incorporated
herein by reference.
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4.2
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Amended
and Restated Certificate of Incorporation. Exhibit 3.1 to our
Registration Statement on Form S-1 (Registration No. 33-61366)
is incorporated herein by reference. |
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4.3
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Certificate
of Amendment of Amended and Restated Certificate of Incorporation.
Exhibit 3 to our Quarterly Report on Form 10-Q for the quarterly
period ended June 29, 1997, is incorporated herein by
reference. |
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4.4
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Restated
By-Laws. Exhibit 3.1 to our report on Form 8-K dated
December 5, 2007 is incorporated herein by
reference.
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23
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Consent
of Ernst & Young LLP, independent registered public
accountants.
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24.1
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Power
of Attorney (included in the signature page to this Registration
Statement).
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_______________________
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the ‘‘Calculation of Registration Fee’’ table in the effective registration
statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act of 1933 to any
purchaser:
(i) If
the registrant is relying on Rule 430B:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415 (a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If
the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(5)
That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registrant statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby further undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant 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
Louisville, State of Kentucky, on July 29, 2010.
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Papa John’s International,
Inc. |
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(Registrant)
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By:
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/s/
J. David Flanery
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J.
David Flanery
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Chief
Financial Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints J. David Flanery
and Clara M. Passafiume his or her true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to the
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed as of July 29, 2010 by the following persons in the capacities
indicated.
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Signature
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Title
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/s/
John H. Schnatter
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Founder,
Chairman of the Board, Co-Chief
Executive Officer and
Director
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John
H. Schnatter
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(Principal
Executive Officer)
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/s/
J. Jude Thompson
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President
and Co-Chief Executive Officer and
Director (Principal Executive
Officer)
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J.
Jude Thompson
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/s/
Norborne P. Cole, Jr.
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Director
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Norborne
P. Cole, Jr.
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/s/
Philip Guarascio
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Director
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Philip
Guarascio
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/s/
Olivia F. Kirtley
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Director
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Olivia
F. Kirtley
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/s/
Wade S. Oney
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Director
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Wade
S. Oney
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/s/
Alexander W. Smith
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Director
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Alexander
W. Smith
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/s/
William M. Street
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Director
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William
M. Street
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/s/
J. David Flanery
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Senior
Vice President, Chief Financial Officer
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J.
David Flanery
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and Treasurer
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(Principal
Accounting Officer)
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EXHIBIT
INDEX
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Exhibit No.
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Description
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4.1
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Specimen
Common Stock Certificate. Exhibit 4.1 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 is incorporated
herein by reference.
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4.2
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Amended
and Restated Certificate of Incorporation. Exhibit 3.1 to our
Registration Statement on Form S-1 (Registration No. 33-61366)
is incorporated herein by reference. |
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4.3
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Certificate
of Amendment of Amended and Restated Certificate of Incorporation.
Exhibit 3 to our Quarterly Report on Form 10-Q for the quarterly
period ended June 29, 1997, is incorporated herein by
reference. |
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4.4
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Restated
By-Laws. Exhibit 3.1 to our report on Form 8-K dated
December 5, 2007 is incorporated herein by
reference.
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23
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Consent
of Ernst & Young LLP, independent registered public
accountants.*
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24.1
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Power
of Attorney (included in the signature page to this Registration
Statement).
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______________________
* Filed
herewith.