8-K/A: Current report filing
Published on May 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
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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April
30, 2009
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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 April 24, 2009 (the “Original
8-K”), where the Company reported, under Item 5.02, the appointment of John
H. Schnatter as Chief Executive Officer of the Company, and J. Jude Thompson as
President and Chief Operating Officer of the Company.
This
amendment is being filed to report additional details concerning the
compensation of Mr. Schnatter in his capacity as Chief Executive Officer and of
Mr. Thompson as President and Chief Operating Officer of the
Company.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
30, 2009, the Compensation Committee of the Board awarded Mr. Schnatter a grant
of non-qualified stock options to purchase 37,102 shares of the Company’s common
stock under the Company’s 2008 Omnibus Incentive Plan with an exercise price of
$26.54, the closing price on the date of grant. This grant vests six
months from the date of grant and expires in five years. This
grant is in addition to the $500,000 equity component under the Company’s long
term incentive program which was disclosed in the Original 8-K, and was made in
lieu of a base cash salary for Mr. Schnatter.
Also on
April 30, 2009, Mr. Schnatter and Mr. Thompson received grants under the
Company’s long term incentive program, consisting of the values previously
disclosed in the Original 8-K. The Compensation Committee and the
Board of Directors approved the mix of equity awards under the Company’s long
term incentive program and director compensation program as 50% stock options
(grant value based on a Black-Scholes valuation) and 50% time-based restricted
stock. The stock option and restricted stock grants have a three year graded
vesting schedule, and the stock options expire in five years.
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: May
5, 2009
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By:
/s/ J. David
Flanery
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Name:
J. David Flanery
Senior Vice President and
Chief Financial Officer
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