8-A12G: Form for registration of a class of securities pursuant to Section 12(g)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PAPA JOHN'S INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 61-1203323
(State of Incorporation or Organization) (IRS Employer Identification No.)

2002 Papa John's Boulevard
Louisville, Kentucky 40299
(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act: None

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. / /

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. /X/

Securities Act registration statement file number to which this form relates:
Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights
(Title of Class)



Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

On February 14, 2000, the Board of Directors of Papa John's
International, Inc. (the "Company") approved a Stockholder Protection Rights
Agreement (the "Rights Plan"). The Board approved the Rights Plan in order to
preserve the long-term value of the Company for its stockholders. In
connection with the adoption of the Rights Plan, the Board has declared a
dividend of one Right for each share of the Company's common stock ("Common
Stock") outstanding at the close of business on March 1, 2000. A summary of
the Rights Plan and the Rights is set forth below.

DISTRIBUTION AND The Board of Directors has declared a dividend
TRANSFER OF RIGHTS of one Right for each share of Common Stock of
Papa John's International, Inc. (the "Company"),
outstanding at the close of business on March 1,
2000. Prior to the Separation Time (as defined
below), the Rights will be evidenced by and
traded with the certificates for the Common
Stock. After the Separation Time, the Company or
the Rights Agent will mail Rights certificates
to the Company's stockholders and the Rights
will become transferable apart from the Common
Stock.

EXERCISE OF RIGHTS FOR After the Separation Time, each Right (other
PREFERRED STOCK than Rights held by an Acquiring Person) will
entitle the holder to purchase for the exercise
price ("Exercise Price") a fraction of a share
of the Company's Series A Participating
Preferred Stock with economic terms similar to
those of one share of the Company's Common
Stock. The initial Exercise Price (which is
subject to amendment or adjustment as provided
in the Rights Plan) is $130 per share.

SEPARATION TIME In general, the Rights will separate from the
Common Stock and become exercisable (the
"Separation Time") at the close of business on
the earlier of: (a) the tenth business day after
the date on which any person commences a tender
or exchange offer which, if consummated, would
result in such person becoming an Acquiring
Person (as defined below) and (b) the Flip-In
Date (as defined below).

ACQUIRING PERSON In general, the term "Acquiring Person" means
any person who is a beneficial owner of 15% (40%
in the case of the Company's Founder and CEO,
John H. Schnatter, his immediate family,
affiliates and associates) or more of the
outstanding shares of Common Stock.

FLIP-IN In the event that a Flip-In Date occurs, each
Right (other than Rights held by an Acquiring
Person) will constitute the right to purchase
from the Company, upon exercise of the Right,
for the Exercise Price, a number of shares of
the Company's Common Stock having a then current
market value of twice the Exercise Price. In
general, the Flip-In Date is the tenth business
day after any "Stock Acquisition Date." The
Stock Acquisition Date means the first date of
public announcement by the Company that any
person has become an Acquiring Person.



FLIP-OVER TRANSACTION OR Prior to the Expiration Time (as defined
EVENT below), the Company may not enter into any
agreement relating to a Flip-Over Transaction or
Event, unless and until, the Company has entered
into a supplemental agreement with the Flip-Over
Entity for the benefit of the holders of the
Rights. The supplemental agreement must provide,
among other things, that upon consummation or
occurrence of the Flip-Over Transaction or
Event, each Right will constitute the right to
purchase a number of shares of the Flip-Over
Entity having an aggregate market price equal to
twice the Exercise Price for an amount equal to
the Exercise Price. In general, a Flip-Over
Transaction or Event means (a) a consolidation,
merger or share exchange occurring after the
Flip-In Date and involving the Company if, at
the time of the transaction or the time when the
Company enters into any agreement for a
consolidation, merger or share exchange, the
Acquiring Person controls the Company's Board of
Directors and either (i) the person with whom
the transaction occurs is the Acquiring Person
(or a related person); or (ii) any term or
arrangement concerning the treatment of shares
held by the Acquiring Person is not the same as
the terms or arrangements applicable to shares
held by other holders of the Common Stock; or
(b) a sale or transfer of more than 50% of the
assets of the Company to any person if, at the
time of the sale or transfer, or the time when
any agreement relating to the sale or transfer
is entered into by the Company, the Acquiring
Person controls the Company's Board of
Directors. In general, a Flip-Over Entity is the
entity issuing securities into which shares of
the Company's Common Stock are being converted
or exchanged in a merger, consolidation or
exchange or the entity receiving the greatest
portion of the Company's assets or earning power
in an asset sale.

EXCHANGE PROVISION At any time after a Flip-In Date and prior to
the time that an Acquiring Person becomes the
beneficial owner of more than 50% of the
outstanding shares of Common Stock, the Board
may elect to exchange all Rights (other than
Rights held by the Acquiring Person) for shares
of Common Stock at an exchange ratio of one
share of Common Stock per Right, subject to
adjustment.

REDEMPTION OF RIGHTS Rights will be redeemable at the Company's
option for $0.001 per Right at any time prior to
a Flip-In Date.

EXPIRATION OF THE RIGHTS The Rights will expire on the earliest of: (1)
February 14, 2010; (2) the redemption or
exchange of the Rights; or (3) the merger of the
Company into another corporation pursuant to an
agreement approved by the Board of Directors and
entered into prior to a Flip-In Date.

AMENDMENT OF RIGHTS The terms of the Rights and the Rights Plan may
be amended in any respect without the approval
of the holders of Rights prior to the close of
business on the Flip-In Date. After the Flip-In
Date, the Rights and the Rights Plan may be
amended in order to cure any ambiguities or
inconsistencies or to effect other changes the
Company deems necessary or desirable and which
do not materially adversely affect the interests
of the holders of Rights in general.


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VOTING RIGHTS The Rights will not have any voting rights.

ANTI-DILUTION PROVISIONS The Rights will have the benefit of certain
customary anti-dilution provisions.

TAXES The Rights distribution should not be taxable
for federal income tax purposes. However,
following an event which renders the Rights
exercisable, or upon redemption of the Rights,
stockholders may recognize taxable income.

The foregoing summary of certain principal terms of the Rights Plan is
qualified in its entirety by reference to the detailed terms of the
Stockholder Protection Rights Agreement dated February 14, 2000, between the
Company and the Rights Agent.

The Rights are designed to protect and maximize the value of the
outstanding equity interests in the Company in the event of an unsolicited
attempt. The Rights Plan was approved in order to deter coercive takeover
tactics which might unfairly pressure stockholders or deprive them of the
full value of their shares.

The Rights may have the effect of making more difficult or discouraging
an acquisition of the Company deemed undesirable by the Board of Directors.
The Rights may cause substantial dilution to a person that attempts to
acquire the Company on terms or in a manner not approved by the Company's
Board of Directors.

The Rights are not intended to prevent a takeover of the Company. Subject
to the restrictions described above, the Rights may be redeemed by the
Company at any time prior to the Separation Time. Accordingly, the Rights
Plan should not interfere with any merger or business combination approved by
the Board of Directors.

The Rights Plan, which includes the form of Rights certificate, is
included as an exhibit to this Form 8-A to which reference is hereby made.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Plan.

Item 2. EXHIBITS

Exhibit 4 --Stockholder Protection Rights Agreement dated February
14, 2000, by and between Papa John's International, Inc. and
National City Bank, as Rights Agent (including the form of
Certificate of Designation of Preferences and Rights and the
form of Rights Certificate)


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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


PAPA JOHN'S INTERNATIONAL, INC.

Date: February 14, 2000 By: /s/ E. Drucilla Milby
----------------------------------
E. Drucilla Milby
Senior Vice President,
Chief Financial Officer
and Treasurer






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