As filed with the Securities and Exchange Commission on November 10, 1994.
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NPC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0817298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
720 W. 20th Street, Pittsburg, Kansas, 66762
(Address of Principal Executive Offices)
1994 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
James K. Schwartz
Vice President Finance and Chief Financial Officer
720 W. 20th Street, Pittsburg, Kansas 66762
(Name and address of agent for service)
(316) 231-3390
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to be Price per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
Class A Common Stock,
par value $.01 per share 1,145,725 $6-1/2 $7,447,213 $2,568.00
Class B Common Stock,
par value $.01 per share 1,645,725 $5-11/16 $9,360,061 $3,227.61
(1) The number of shares of Common Stock set forth is the maximum
aggregate number of shares that is anticipated to be issued
under the Plan during the term thereof. Such additional number
of shares of Common Stock are hereby registered pursuant to Rule
416(a) as may become available for issuance under the terms of
the Plan to give effect to stock splits, stock dividends and
similar transactions.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 (h), based upon the
average of the high and low prices of the registrant's Class A
Common Stock and Class B Common Stock as reported on the NASDAQ
National Market System on November 8, 1994.
Page 1 of 9 pages. Exhibit Index on page 7
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE
The following documents of NPC International, Inc. are incorporated
herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended March 29, 1994.
(ii) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 28, 1994 and September 27, 1994.
(iii) The Company's Proxy Statement and Notice of Annual
Meeting of Stockholders held on July 12, 1994.
(iv) The Company's Current Report filed on Form 8-K dated
October 4, 1994.
(v) The description of the Company's Common Stock (now
Class A Common Stock) contained in the Company's
Registration Statement on Form 8 dated November 19,
1984, as amended by the Company's Form 8 dated July 31, 1991.
(vi) The description of the Company's Class B Common Stock
contained in the Company's Registration Statement on
Form 8-A dated July 31, 1991, as amended by the
Company's Form 8 dated July 31, 1991.
In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment indicating that all of the securities offered
hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated by reference in this registration statement
shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained
herein or in any subsequently filed document that is also
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17-6305 of the Kansas General Corporation Code provides for
the indemnification of officers and directors (and others) under
certain circumstances against expenses incurred in successfully
defending against a claim and authorizes Kansas corporations to
indemnify their officers and directors under certain circumstances
against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an
officer or director.
The indemnification of directors and officers is provided for by
Article NINTH of the Restated Articles of Incorporation and Article
VI of the Bylaws of the Company, which provide in substance that,
to the fullest extent permitted by law, each director and officer
shall be indemnified by the Company against reasonable costs and
expenses, including attorney's fees, and any liabilities which he
may incur in connection with any action to which he may be made a
party by reason of his being or having been a director or officer
of the Company. This indemnification provided by the Company's
Restated Articles of Incorporation and Bylaws is not deemed
exclusive of or intended in any way to limit any other rights to
which any person seeking indemnification may be entitled.
The Company has obtained insurance to protect itself and its
directors and officers against expense or loss arising from any
action, suit or proceeding brought by reason of the fact that any
person is a director or officer of the Company. Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the
Company, pursuant to the terms of the Company's Restated Articles
of Incorporation, Bylaws, and insurance policies, the Company has
been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit
Number Exhibit
4.1 Restated Articles of Incorporation of National Pizza
Company dated March 15, 1984
4.2 Certificate of Reduction of Capital of National Pizza
Company dated June 21,1984
4.3 Amendment to Articles of Incorporation of National Pizza
Company dated August 7, 1986
4.4 Amendment to Restated Articles of Incorporation of
National Pizza Company dated July 31, 1987
4.5 Certificate of Change of Location of Registered Office
of National Pizza Company dated October 20, 1987
5.1 Opinion of Shook, Hardy & Bacon
23.1 Consent of Ernst & Young, L.L.P.
23.2 Consent of Shook, Hardy & Bacon (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto)
99.1 National Pizza Company 1994 Non-Qualified Stock Option Plan
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) To reflect in the prospectus any
facts or events arising after the effective dates of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the
registrant in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. 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 Pittsburg, State of Kansas, on November 9, 1994.
NPC INTERNATIONAL, INC.
By: James K. Schwartz
Vice President Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James K. Schwartz and David
G. Short his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-
fact and agents, each acting alone, 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 by the following persons in
the capacities and on the date indicated.
Signature Title Date
O. Gene Bicknell Chairman of the Board November 9, 1994
Gordon W. Elliott Director November 9, 1994
J. Mitchell Boyd President and November 9, 1994
Chief Executive Officer
(Principal Executive Officer)
James K. Schwartz Vice President Finance November 9, 1994
Chief Financial Officer
(Principal Financial Officer)
David G. Short Secretary November 9, 1994
Douglas K. Stuckey Chief Accounting Officer November 9, 1994
(Principal Accounting Officer)
Fran D. Jabara Director November 9, 1994
Robert E. Cressler Director November 9, 1994
John W. Carlin Director November 9, 1994
<TABLE>
EXHIBIT INDEX
<CAPTION>
Page Number or
Exhibit Incorporation by
Number Exhibit Reference to
<S> <C> <C>
4.1 Restated Articles of Incorporated by reference
Incorporation of National to Exhibit 3(a) to Form
Pizza Company dated S-1 Registration Statement
March 15, 1984 effective August 14,1984
File #2-91885
4.2 Certificate of Reduction Incorporated by reference
of Capital of National to Exhibit 4.2 of Form S-8
Pizza Company dated filed January 31, 1992
June 21,1984
4.3 Amendment to Articles of Amended by Form 8 filed
Incorporation of National May 30, 1991
Pizza Company dated
August 7, 1986
4.4 Amendment to Restated Articles Amended by Form 8 filed
of Incorporation of National May 30, 1991
Pizza Company dated
July 31, 1987
4.5 Certificate of Change of Incorporated by refernce
Location of Registered Office to Exhibit 4.5 of Form S-8
of National Pizza Company filed January 31, 1992
dated October 20, 1987
5.1 Opinion of Shook, Hardy & Bacon Page 8 to Form S-8
filed November 10, 1994
23.1 Consent of Ernst & Young, L.L.P. Page 9 to Form S-8
filed November 10, 1994
23.2 Consent of Shook, Hardy & Bacon Page 8 to Form S-8
(contained in Exhibit 5.1) filed November 10, 1994
24.1 Power of Attorney (contained on Page 6 to Form S-8
signature page hereto) filed November 10, 1994
99.1 National Pizza Company 1994 Exhibit A to Proxy
Non-Qualified Stock Option Plan Statement dated July 12, 1994
</TABLE>
EXHIBIT 5.1
November 7, 1994
NPC International, Inc.
100 North Pine
Pittsburg, Kansas 66762
Re: Common Stock, $.01 Par Value
Gentlemen:
As counsel for NPC International, Inc. (the "Company"),
we have participated in the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
for the registration of 2,791,450 shares of common stock, $.01 par
value per share, of the Company (the "Common Stock") or derivative
securities relating thereto pursuant to the Company's 1994 Non-
Qualified Stock Option Plan (the "Plan").
We have examined:
A copy of the Restated Articles of Incorporation of the Company;
The Amended and Restated Bylaws of the Company;
The Registration Statement;
The Plan; and
The minutes of the 1994 Annual Meeting of
Shareholders at which the Plan was adopted.
In addition to the examination outlined above, we have
conferred with various officers of the Company and have examined
such other documents and records of the Company as we deemed
necessary as a basis for the opinions hereafter expressed. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to original documents of documents submitted to us as
certified copies or photocopies.
Based on the foregoing, we are of the opinion that the
Common Stock, when issued in accordance with and pursuant to the
terms set forth in the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We express no opinion as to the laws of any jurisdiction
other than the General and Business Corporation Law of Missouri.
The opinion set forth in this letter is effective as of the date
hereof. No expansion of our opinion may be made by implication or
otherwise. We express no opinion other than as herein expressly
set forth. We do not undertake to advise you with any respect to
any matter within our scope of this letter which comes to our
attention after the date of this letter and disclaim any
responsibility to advise you of future changes of law or fact which
may affect the above opinion. Other than the addressee hereof, no
one is entitled to rely on this opinion; provided, however, that we
hereby consent to all references to the undersigned in the
Registration Statement, and in all amendments thereto, and to the
filing of this opinion by the Company as an exhibit to said
Registration Statement.
Very truly yours,
SHOOK, HARDY & BACON P.C.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1994 Non-Qualified Stock
Option Plan of NPC International, Inc. of our reports dated May 2,
1994 with respect to the consolidated financial statements of NPC
International, Inc. (formerly National Pizza Company) incorporated
by reference in its Annual Report (Form 10-K) for the fiscal year
ended March 29, 1994 and the related financial statement schedules
included therein, filed with the Securities & Exchange Commission.
ERNST & YOUNG, L.L.P.
Kansas City, Missiouri
November 9, 1994
