UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 22, 2007

Commission File Number:  0-21660

PAPA JOHN’S INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

61-1203323

(State or other jurisdiction of

 

(I.R.S. Employer Identification

incorporation or organization)

 

Number)

2002 Papa Johns Boulevard

Louisville, Kentucky 40299-2334

(Address of principal executive offices)

(502) 261-7272

(Registrant’s telephone number, including area code)

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:

o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Section 8—Other Events

Item 8.01 Other Events.

On February 22, 2007, Papa John’s International, Inc. issued a press release announcing the appointment of Norborne P. Cole, Jr. to serve as the lead director of the company’s Board of Directors.

The company also announced that its Board of Directors has approved an increase to $675 million in the amount of the company’s common stock that may be repurchased by the company from time to time through December 30, 2007. This represents a $50 million increase in the previously authorized amount.

A copy of the press release announcing these events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit
Number

 

Description.

 

99.1

 

Papa John’s International, Inc. press release dated February 22, 2007.

 

 




 

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 thereunto duly authorized.

PAPA JOHN’S INTERNATIONAL, INC.

(Registrant)

Date:

 

February 26, 2007

 

 

/s/ J. David Flanery

 

 

 

 

 

 

J. David Flanery

 

 

 

 

 

 

Senior Vice President and

 

 

 

 

 

 

Chief Financial Officer

 

 



Exhibit 99.1

 

For more information, contact:
Chris Sternberg
Sr. Vice President, Corporate Communications
502-261-4934

 

FOR IMMEDIATE RELEASE

PAPA JOHN’S ELECTS NORBORNE P. COLE, JR. LEAD INDEPENDENT DIRECTOR
Company also increases stock repurchase authorization by $50 million to $675 million

Louisville, Kentucky (February 22, 2007) - Papa John’s International, Inc. (NASDAQ: PZZA) today announced the election of Norborne P. Cole, Jr. as lead independent director of its board of directors.  Cole, age 64, has been a member of the Papa John’s board since 2003 and serves on its Compensation and Corporate Governance and Nominating committees.

Cole, who resides in San Antonio, Texas, serves as vice-chairman of the board of directors of Silver Eagle Distributors, L.P., a Houston-based company that distributes Anheuser-Busch and other products.  Cole also serves on the board of directors of Randgold Resources, Ltd. (NASDAQ: GOLD and LSE: RRS), an international gold mining and exploration business.

Cole retired in 1998 after a 32-year career with the Coca-Cola Company and its bottlers, most recently serving as managing director and chief executive officer of Coca-Cola Amatil in Sydney, Australia, He also previously served as president and chief executive officer of Coca-Cola Bottling S.A. in Paris, France.

The company also announced its board of directors has approved an increase to $675 million in the amount of the company’s common stock that may be repurchased by the company from time to time through December 30, 2007.  This represents a $50 million increase in the previously authorized amount.  The authorization includes both open market purchases as well as private transactions.

To date, the company has repurchased $625 million of its stock since the inception of the repurchase program in 1999.  As of February 22, 2007, the company had approximately 30.5 million shares of common stock outstanding on a fully diluted basis (approximately 29.9 million actual shares outstanding).

As of December 31, 2006, there were 3,015 Papa John’s restaurants (588 company-owned and 2,427 franchised) operating in 49 states and 29 international markets.  For more information about the company, visit Papa John’s at http://www.papajohns.com.