S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on May 27, 1997
As filed with the Securities and Exchange Commission
on May 27, 1997
Registration No. 33-_______________
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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 as specified in its charter)
Delaware 61-1203323
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11492 Bluegrass Parkway, Suite 175
Louisville, Kentucky 40299-2370
(Address of Principal Executive Offices)(Zip Code)
PAPA JOHN'S INTERNATIONAL, INC. 1993 STOCK OWNERSHIP INCENTIVE PLAN
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(Full title of the plan)
Charles W. Schnatter, Esq.
Papa John's International, Inc.
11492 Bluegrass Parkway, Suite 175
Louisville, Kentucky 40299-2370
(502) 266-5200
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
/(1)/ Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and low
prices of the Registrant's Common Stock as listed on the NASDAQ Stock
Market three business days prior to the filing hereof with respect to the
shares being registered.
/(2)/ The Registrant also registers hereby such indeterminate number of
additional shares of the Registrant's Common Stock as may be required to
cover antidilutive adjustments under the Papa John's International, Inc.
1993 Stock Ownership Incentive Plan.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Papa John's International, Inc. ("Registrant") previously filed a
Registration Statement ("First Registration Statement") on Form S-8 (Reg. No.
33-67472) covering 1,237,500 shares of Registrant's Common Stock issuable
pursuant to the Papa John's International, Inc. 1993 Stock Ownership Incentive
Plan (the "Plan") and a Registration Statement ("Second Registration Statement")
on Form S-8 (Reg. No. 333-16447) covering 2,250,000 shares of Registrant's
Common Stock issuable pursuant to the Plan. This Registration Statement is being
filed for the purpose of registering 1,250,000 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 First Registration Statement and the Second
Registration statement are incorporated by reference into this Registration
Statement.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
5 Opinion of Caryn F. Price, Esq.
23.1 Consent of Caryn F. Price, Esq. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included on signature page of the Registration
Statement).
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, Commonwealth of Kentucky, on May 22,
1997.
PAPA JOHN'S INTERNATIONAL, INC.
By: /s/ John H. Schnatter
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John H. Schnatter
Title: Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby severally constitutes and appoints John H. Schnatter, Charles W.
Schnatter and Caryn F. Price, and each of them with full power to act without
the other, his or her true and lawful attorneys-in-fact and agents, 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
(including post-effective amendments) to this Registration Statement and all
documents relating thereto and to file the same with all exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission and each state securities regulatory authority, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or advisable 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 attorneys-in-fact and agents or
their 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 below by the following persons in the
capacities and on the dates indicated.
/s/ J. David Flanery Vice President and Corporate
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Controller May 22, 1997
J. David Flanery (Principal Accounting Officer)
/s/ O. Wayne Gaunce Director May 22, 1997
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O. Wayne Gaunce
/s/ Jack A. Laughery Director May 22, 1997
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Jack A. Laughery
/s/ Michael W. Pierce Director May 22, 1997
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Michael W. Pierce
/s/ Richard F. Sherman Director May 22, 1997
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Richard F. Sherman
/s/ Blaine E. Hurst President and Director May 22, 1997
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Blaine E. Hurst
PAPA JOHN'S INTERNATIONAL, INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
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Exhibit Number Exhibit Description
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5 Opinion of Caryn F. Price, Esq.
23.1 Consent of Caryn F. Price, Esq. (included
in Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included on signature
page of the Registration Statement).