As filed with the Securities and Exchange Commission on November 20, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PAPA JOHN'S INTERNATIONAL, INC.
(Exact name of registrant specified in its charter)
DELAWARE 61-1203323
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(State of Incorporation) (I.R.S. Employer Identification No.)
11492 BLUEGRASS PARKWAY, SUITE 175
LOUISVILLE, KENTUCKY 40299
(Address of Principal Executive Offices)
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PAPA JOHN'S INTERNATIONAL, INC.
1993 STOCK OWNERSHIP INCENTIVE PLAN
(Full title of the plan)
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CHARLES W. SCHNATTER, ESQ.
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
PAPA JOHN'S INTERNATIONAL, INC.
11492 BLUEGRASS PARKWAY, SUITE 175
LOUISVILLE, KENTUCKY 40299
(502) 266-5200
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE
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Common Stock,
par value $.01 1,500,000 shares $47.625 $71,437,500 $21,647.73
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(1) 2,250,000 shares, as adjusted for Registrant's 3-for-2 stock split to
be distributed November 22, 1996.
(2) Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the high and low prices
per share as reported on the National Association of Securities Dealers -
National Market System on November 14, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Papa John's International, Inc. ("Registrant") previously filed a
Registration Statement ("Initial Registration Statement") on Form S-8 (Reg.
No. 33-67472) covering 825,000 shares of Registrant's Common Stock issuable
pursuant to the Papa John's International, Inc. 1993 Stock Ownership
Incentive Plan (the "Plan"). This Registration Statement is being filed
for the purpose of registering 1,500,000 additional shares of Registrant's
Common Stock for issuance under the Plan. Pursuant to General Instruction
E of Form S-8, the contents of the Initial Registration Statement are
incorporated by reference into this Registration Statement. After giving
effect to the Registrant's 3-for-2 stock split to be distributed November
22, 1996, this Registration Statement and the Initial Registration
Statement will cover 2,250,000 and 1,237,500 shares, respectively.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
5 Opinion and consent of Greenebaum Doll & McDonald PLLC.
23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit
5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page of the
Registration Statement).
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SIGNATURES
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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, COMMONWEALTH OF
KENTUCKY, ON NOVEMBER 19, 1996.
PAPA JOHN'S INTERNATIONAL, INC.
By:/s/ John H. Schnatter
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John H. Schnatter
Chairman, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John H. Schnatter, Charles W. Schnatter and
Christopher J. Sternberg, each with full power to act without the other,
his or her true and lawful attorney-in-fact and agent, 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 and all amendments
or post-effective amendments to this Registration Statement, and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or 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 each such attorney-in-fact and agent, or his substitute, 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 by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ John H. Schnatter Chairman, Chief Executive Officer and November 19, 1996
-------------------------------- Director (Principal Executive Officer)
John H. Schnatter
/s/ Charles W. Schnatter Senior Vice President, Secretary, November 19, 1996
-------------------------------- General Counsel and Director
Charles W. Schnatter
/s/ O. Wayne Gaunce Director November 19, 1996
--------------------------------
O. Wayne Gaunce
/s/ Jack A. Laughery Director November 19, 1996
--------------------------------
Jack A. Laughery
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SIGNATURE TITLE DATE
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/s/ Michael W. Pierce Director November 19, 1996
---------------------------------
Michael W. Pierce
/s/ Richard F. Sherman Director November 19, 1996
---------------------------------
Richard F. Sherman
/s/ E. Drucilla Milby Vice President and Treasurer (Principal November 19, 1996
--------------------------------- Financial Officer)
E. Drucilla Milby
/s/ J. David Flanery Vice President and Corporate Controller November 19, 1996
---------------------------------- (Principal Accounting Officer)
J. David Flanery
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EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
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5 Opinion and consent of Greene-
baum Doll & McDonald PLLC.
23.1 Consent of Greenebaum Doll &
McDonald PLLC (included in
Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included on
signature page of the Registra-
tion Statement).
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Exhibit 5
November 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Papa John's International, Inc. -- Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as legal counsel in connection with the preparation of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), covering 1,500,000 (2,250,000 as adjusted for
the stock split to be distributed November 22, 1996) additional shares of common
stock, par value $.01 per share (the "Shares"), of Papa John's International,
Inc., a Delaware corporation (the "Company"), to be issued under the Papa John's
International, Inc. 1993 Stock Ownership Incentive Plan (the "Plan").
We have examined and are familiar with the Company's Amended and Restated
Certificate of Incorporation and Restated By-laws, and the various corporate
records and proceedings relating to the organization of the Company and the
proposed issuance of the Shares. We have also examined such other documents and
proceedings as we have considered necessary for the purpose of rendering this
opinion.
Based on the foregoing, it is our opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Registration Statement and the Plan, will be validly issued, fully paid and non-
assessable.
Very truly yours,
GREENEBAUM DOLL & MCDONALD PLLC
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm in the Registration Statement on Form
S-8 for the registration of 1,500,000 shares of common stock of Papa John's
International, Inc., which incorporates by reference a previously filed
Registration Statement on Form S-8 (Reg. No. 33-67472), pertaining to the Papa
John's International, Inc. 1993 Stock Ownership Plan (collectively referred to
as the Form S-8) and to the incorporation by reference in the Form S-8 of our
report dated February 27, 1996, with respect to the consolidated financial
statements of Papa John's International, Inc. and subsidiaries incorporated by
reference in its Annual Report (Form 10-K) for the fiscal year ended December
31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Louisville, Kentucky
November 14, 1996
