8-K/A: Current report filing
Published on January 5, 2009
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K/A
Amendment
No. 1 to
Current
Report
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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December
31, 2008
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Papa
John's International, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-21660
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61-1203323
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2002
Papa John's Boulevard
Louisville,
Kentucky
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40299-2367
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(502)
261-7272
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N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory Note
This Form
8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Papa
John’s International, Inc. (the “Company”) on December 4, 2008 where we
reported, under Item 5.02, the election of John H. Schnatter to the office
of interim Chief Executive Officer of the Company, and the resignation of Nigel
Travis as President and Chief Executive Officer and a member of the
Board of Directors of the Company effective December 4, 2008. This amendment is
being filed to include the Agreement and Release between Mr. Travis and the
Company, to report the compensation of Mr. Schnatter in his capacity as interim
Chief Executive Officer, and to report certain other events.
Item 1.01 Entry into a Material Definitive
Agreement.
See the text of
the third paragraph under Item 5.02 for a discussion of the Agreement and
Release between Mr. Travis and the Company.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Compensation
of Interim Chief Executive Officer
As
previously reported, on December 3, 2008, the Board of Directors (the “Board”)
of the Company elected John H. Schnatter to the office of interim Chief
Executive Officer of the Company, effective December 4, 2008. On
December 31, 2008, the Compensation Committee of the Board approved the terms of
Mr. Schnatter’s compensation for his service as interim Chief Executive Officer,
and on that date he received a non-qualified stock option to purchase 52,103
shares of the Company’s common stock under the Company’s 2008 Omnibus Incentive
Plan at $18.43, the closing price on the date of grant. Mr.
Schnatter’s option vests six months from the date of grant and expires in five
years. Mr. Schnatter will also be eligible to earn a short-term
incentive bonus in 2009 under terms mirroring the Company’s 2009 management
incentive program, with a target award based on the percentage the Compensation
Committee will approve for the Chief Executive Officer, based on an annual base
salary level of $660,000 (pro-rated for the portion of the year Mr. Schnatter
serves in the interim Chief Executive Officer capacity), and the achievement of
company and individual performance expectations. Mr. Schnatter will not
receive a base salary in cash, but the Compensation Committee may consider
additional option grants or compensation to Mr. Schnatter if he is still serving
in the interim Chief Executive Officer capacity at the close of the vesting
period of the option grant described above.
Retention
Grants and Special Director Grant
On
December 31, 2008, the Compensation Committee approved one-time retention grants
to officers of the Company to maintain executive continuity during the Chief
Executive Officer transition period. Named executive officers J.
David Flanery, William M. Van Epps, Charles W. Schnatter and Julie L. Larner
each received a non-qualified stock option to purchase 20,000 shares of the
Company’s common stock under the Company’s 2008 Omnibus Incentive Plan at the
closing price on the date of grant. These options vest two years from
the date of grant and expire in five years. Also in connection
with the Chief Executive Officer transition process, on December 31, 2008, the
Compensation Committee granted to Board member Jude Thompson a non-qualified
stock option to purchase 30,543 shares of the Company’s common stock under the
2008 Omnibus Incentive Plan, at the closing price on the date of
grant. Mr. Thompson’s option vests four months from the date of grant
and expires in five years. The option grant to Mr. Thompson was made in
consideration of limited assistance to be provided to the Company by Mr.
Thompson as liaison to the Board during the Chief Executive Officer transition
period, in his capacity as a member of the Board, related to operational and
business strategy issues involving the Company.
Agreement
and Release with Nigel Travis
On
December 31, 2008, the Company entered into an Agreement and Release (the
“Release”) with Nigel Travis, who resigned as President and Chief Executive
Officer, and as a member of the Board, on December 4, 2008. Under the
terms of the Release, the Company agreed to pay Mr. Travis his current base
salary and benefits through December 31, 2008, and further agreed to provide the
benefits that he would be entitled to under the Company’s long-term incentive
plan and management incentive plan for the performance periods ending December
31, 2008, as if he remained eligible for such benefits, payable at the same time
such amounts are payable to employees generally in 2009. The Release
also provides for the continued exercisability of certain vested stock options
by Mr. Travis through February 27, 2009, pursuant to the terms of the plans
under which the stock options were issued, payment of $20,000 for legal and
accounting fees of Mr. Travis in connection with the negotiation of the Release,
and other customary covenants and releases. The foregoing summary of
the Release is qualified in its entirety by reference to the full text of the
Release which is filed as Exhibit 10.1 hereto and incorporated by reference
herein.
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Item
9.01. Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
of Exhibit
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10.1
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Agreement
and Release between Nigel Travis and Papa John’s International, Inc.,
dated December 31, 2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Papa
John's International, Inc.
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(Registrant)
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Date:
January 5, 2009
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By:
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/s/ J. David Flanery | |
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Name: J.
David Flanery
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Senior
Vice President and
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Chief
Financial Officer
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