As filed with the Securities and Exchange Commission on March 26, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
APPLEBEE'S INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 43-1461763
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
(913) 967-4000
(Address, including zip code, of Registrant's principal executive offices)
APPLEBEE'S INTERNATIONAL, INC. 1995 EQUITY INCENTIVE PLAN
(Full title of the Plan)
Abe J. Gustin, Jr.
Chief Executive Officer
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
(913) 967-4000
(Name, address, telephone number, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
to be offering price aggregate offering Amount of
Title of securities to be registered registered per share (1) price (1) registration fee
====================================== ==================== ================ ===================== ==================
<S> <C> <C> <C> <C>
Common Stock, $.01 Par Value 2,000,000 shares $23.9375 $47,875,000 $16,508.62
====================================== ==================== ================ ===================== ==================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the Commission by Applebee's International,
Inc. (the "Company") are hereby incorporated in this Registration Statement on
Form S-8 (the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A effective
September 27, 1989.
3. The description of the Company's rights to purchase Series A
Participating Cumulative Preferred Stock contained in the
Company's Registration Statement on Form 8-A dated September
12, 1994.
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, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Not Applicable.
Item 6: Indemnification of Directors and Officers
The Company has entered into indemnification agreements with certain
officers and directors. Under these agreements, the Company agreed to
hold harmless and indemnify each indemnitee to the full extent
permitted by Section 145 of the Delaware General Corporation Law and
against any and all liabilities, expenses, judgments, fines, penalties
and costs in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative to which the indemnitee generally is made a party by
reason of the fact the indemnitee has, is or at the time becomes a
director or officer of the Company or any other entity at the request
of the Company. The indemnity does not cover liability arising out of
fraudulent acts, deliberate dishonesty or willful misconduct,
violations of certain securities laws, or if a court determines that
such indemnification is not lawful.
II-1
<PAGE>
Section IX of the Bylaws of the Company provides for the
indemnification of officers and directors of the Company generally to
the extent permitted by Section 145 of the Delaware General Corporation
Law, including liability arising under the securities laws. Section 145
of the Delaware Corporation Law permits a corporation to indemnify
certain persons, including officers and directors, who are (or are
threatened to be made) parties to any administrative or investigative)
by reason of their being officers or directors. The indemnity may
include expenses, attorneys fees, judgments, fines and reasonably
incurred costs of settlement, provided the officer and director acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the corporations best interest and, in the case of criminal
proceedings, he had no reasonable cause to believe that his conduct was
illegal. The corporation may indemnify officers and directors in
derivative actions (in which suit is brought by a shareholder on behalf
of the corporation) under the same conditions, except that no
indemnification is permitted without judicial approval if the officer
or director is adjudged liable for negligence or misconduct in the
performance of his duty to the corporation. If the officer or director
is successful on the merits or otherwise in defense of any action
referred to above, the corporation must indemnify him against the
expenses and attorneys fees he actually and reasonably incurred.
The Company has obtained liability insurance coverage for its officers
and directors with respect to actions arising out of the performance of
such officer's or director's duty in his or her capacity as such.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Shareholder Rights Plan contained in Rights Agreement dated as
of September 7, 1994, between Applebee's International, Inc.
and Chemical Bank, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 25, 1994).
4.2 Certificate of Voting Powers, Designations, Preferences and
Relative Participating, Optional and Other Special Rights and
Qualifications of Series A Participating Cumulative Preferred
Stock of Applebee's International, Inc. (incorporated by
reference to Exhibit 4.2 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 25, 1994).
5 Opinion of Robert T. Steinkamp, counsel to the Company
23.1 Consent of Robert T. Steinkamp (included as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Coopers & Lybrand L.L.P.
24 See Page II-5 of Registration Statement for Power of Attorney
II-2
<PAGE>
Item 9: Undertakings
Rule 415 Offering.
The Company 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date 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; and
(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 (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
II-3
<PAGE>
Form S-8 Registration Statement.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company 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 and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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 Overland Park, State of Kansas, on March 26, 1996.
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Abe J. Gustin, Jr.
Abe J. Gustin, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Abe J. Gustin, Jr. and Robert T.
Steinkamp, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute or substitutes, may 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 dates indicated.
Signature Title Date
/s/ Abe J. Gustin, Jr. Chairman of the Board, March 26, 1996
Abe J. Gustin, Jr. Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ George D. Shadid Executive Vice President and March 26, 1996
George D. Shadid Chief Financial Officer
(Principal Financial Officer)
/s/ David R. Smith Vice President and Controller March 26, 1996
David R. Smith (Principal Accounting Officer)
II-5
<PAGE>
/s/ D. Patrick Curran Director March 26, 1996
D. Patrick Curran
/s/ Eric L. Hansen Director March 26, 1996
Eric L. Hansen
/s/ Kenneth D. Hill Director March 26, 1996
Kenneth D. Hill
/s/ Jack P. Helms Director March 26, 1996
Jack P. Helms
/s/ Lloyd L. Hill Director March 26, 1996
Lloyd L. Hill
/s/ Robert A. Martin Director March 26, 1996
Robert A. Martin
/s/ Johyne H. Reck Director March 26, 1996
Johyne H. Reck
/s/ Burton M. Sack Director March 26, 1996
Burton M. Sack
/s/ Raymond D. Schoenbaum Director March 26, 1996
Raymond D. Schoenbaum
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4.1 Shareholder Rights Plan contained in Rights Agreement dated as
of September 7, 1994, between Applebee's International, Inc.
and Chemical Bank, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 25, 1994).
4.2 Certificate of Voting Powers, Designations, Preferences and
Relative Participating, Optional and Other Special Rights and
Qualifications of Series A Participating Cumulative Preferred
Stock of Applebee's International, Inc. (incorporated by
reference to Exhibit 4.2 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 25, 1994).
5 Opinion of Robert T. Steinkamp, counsel to the Company
23.1 Consent of Robert T. Steinkamp (included as part of Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Coopers & Lybrand L.L.P.
24 See Page II-5 of Registration Statement for power of attorney
EXHIBIT 5
March 26, 1996
Applebee's International, Inc.
4551 West 107th Street
Overland Park, Kansas 66207
Gentlemen:
I refer to the Registration Statement of Applebee's International, Inc. (the
"Company") on Form S-8 to be filed with the Securities and Exchange Commission
for the purpose of registering under the Securities Act of 1933, as amended,
2,000,000 shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), to be issued upon the exercise of options currently outstanding and to
be granted in the future under the Applebee's International, Inc. 1995 Equity
Incentive Plan (the "Plan").
I am familiar with the proceedings to date with respect to such proposed sale
and have examined such records, documents and matters of law and satisfied
myself as to such matters of fact as I have considered relevant for the purposes
of this opinion.
Based upon the foregoing, it is my opinion that the 2,000,000 shares of Common
Stock to be issued under the Plan have been duly authorized, and, when purchased
in accordance with the Plan, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Robert T. Steinkamp
Robert T. Steinkamp
General Counsel
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Applebee's International, Inc. on Form S-8 of our report dated February 23,
1996, appearing in the Annual Report on Form 10-K of Applebee's International,
Inc. for the fiscal year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
March 26, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 22, 1995,
included in Form 10-K of Applebee's International, Inc. for the fiscal year
ended December 31, 1995.
Arthur Andersen LLP
Atlanta, Georgia
March 26, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement No.
_______ of Applebee's International, Inc. on Form S-8 of our report dated
January 29, 1994, appearing in the Annual Report on Form 10-K of Applebee's
International, Inc. for the year ended December 31, 1995 (related to the
financial statements of Pub Ventures of New England, Inc. for the year ended
December 31, 1993, not presented separately therein).
Coopers & Lybrand L.L.P.
Boston, Massachusetts
March 26, 1996
