S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on November 20, 1996
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
(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.
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EXHIBIT INDEX
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