8-K: Current report filing
Published on February 19, 2010
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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
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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February
14, 2010
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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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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.03 Material
Modification to Rights of Security Holders.
Expiration of Rights Agreement. On
February 14, 2010, the Stockholder Protection Rights Agreement dated February
14, 2000, as amended December 24, 2002, between Papa John’s International, Inc.
(the “Company”) and Computershare Trust Company, N.A., as Rights Agent (as
successor to National City Bank) (the “Rights Agreement”), and the related
rights (the “Rights”) to purchase Series A Participating Preferred Stock,
expired pursuant to their terms. As a result, each outstanding share
of the Company’s common stock, par value $0.01 per share (“Common Stock”), is no
longer accompanied by a Right. The holders of Common Stock were not
entitled to any payment as a result of the expiration of the Rights Agreement
and the Rights issued thereunder.
Item
5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the expiration of the Rights Agreement, the Company filed a
Certificate of Elimination with the Secretary of State of the State of Delaware
on February
19, 2010, to eliminate
all references in the Company’s Amended and Restated Certificate of
Incorporation to the Series A Participating Preferred Stock. The
Certificate of Elimination eliminated the previous designation of 100,000 shares
of Series A Participating Preferred Stock and caused such shares of Series A
Participating Preferred Stock to resume their status as undesignated shares of
preferred stock of the Company. A copy of the Certificate of
Elimination is attached hereto as Exhibit 3.1 to this Form 8-K and is
incorporated by reference herein.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Certificate
of Elimination of Series A Participating Preferred
Stock*
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*
Filed herewith
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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.
(Registrant)
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Date: February
19, 2010
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By:
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/s/ J. David Flanery | |
| Name: | J. David Flanery | ||
| Senior Vice President and Chief Financial Officer | |||
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EXHIBIT
INDEX
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Exhibit No.
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Description
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3.1
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Certificate
of Elimination of Series A Participating Preferred
Stock*
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*
Filed herewith
4