As filed with the Securities and Exchange Commission on December 13, 1996
Registration No. 333-______
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.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Copy to:
Abe J. Gustin, Jr. Shari L. Wright, Esq.
Chief Executive Officer Blackwell Sanders Matheny
Applebee's International, Inc. Weary & Lombardi L.C.
4551 West 107th Street, Suite 100 2300 Main Street, Suite 1100
Overland Park, Kansas 66207 Kansas City, Missouri 64108
(913) 967-4000 (816) 274-6800
(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 200,000 shares $28.50 $5,700,000 $1,727.00
====================================== ==================== ================ ===================== ==================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low prices of
the Registrant's Common Stock as listed on the Nasdaq Stock Market on
December 11, 1996.
<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.
(i)
<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 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 Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 29, 1996.
3. The Company's Current Report on Form 8-K as filed with the Commission on
November 25, 1996.
4. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A effective September 27, 1989.
5. 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 with the Commission 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 of the Company. Under these agreements, the Company agrees to hold
harmless and indemnify each indemnitee generally to the full extent permitted by
Section 145 of the Delaware General Corporation Law (the "DGCL") 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
is made a party by reason of the fact that the indemnitee has, is or at the time
II-1
<PAGE>
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.
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 DGCL, including liability arising under the securities laws.
Section 145 permits a corporation to indemnify certain persons, including
officers and directors, who are (or are threatened to be made) parties to any
threatened, pending or completed legal action (whether civil, criminal,
administrative or investigative) for 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 corporation's 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 judged 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 in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
II-2
<PAGE>
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.
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;
(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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Compnay
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 December 13, 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 resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or their or his
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 indicated
on December 13, 1996.
Signature Title Date
/s/ Abe J. Gustin, Jr. Chairman of the Board, December 13, 1996
- ----------------------- Chief Executive
Abe J. Gustin, Jr. Officer and Director
(Principal Executive Officer)
/s/ George D. Shadid Executive Vice President and December 13, 1996
- ----------------------- Chief Financial Officer
George D. Shadid (Principal Financial Officer)
/s/ Mark A. Peterson Vice President and Controller December 13, 1996
- ----------------------- (Principal Accounting Officer)
Mark A. Peterson
II-5
<PAGE>
/s/ D. Patrick Curran Date: December 13, 1996
- -----------------------
D. Patrick Curran
Director
/s/ Eric L. Hansen Date: December 13, 1996
- -----------------------
Eric L. Hansen
Director
/s/ Jack P. Helms Date: December 13, 1996
- -----------------------
Jack P. Helms
Director
/s/ Kenneth D. Hill Date: December 13, 1996
- -----------------------
Kenneth D. Hill
Director
/s/ Lloyd L. Hill Date: December 13, 1996
- -----------------------
Lloyd L. Hill
Director
/s/ Robert A. Martin Date: December 13, 1996
- -----------------------
Robert A. Martin
Director
/s/ Johyne H. Reck Date: December 13, 1996
- -----------------------
Johyne H. Reck
Director
/s/ Burton M. Sack Date: December 13, 1996
- -----------------------
Burton M. Sack
Director
/s/ Raymond D. Schoenbaum Date: December 13, 1996
- -----------------------
Raymond D. Schoenbaum
Director
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER Description of Exhibit
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 in 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
[Applebee's letterhead]
December 13, 1996
Applebee's International, Inc.
4551 West 107th Street, Suite 100
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, 200,000 shares of the Company's Common Stock, $.01 par value (the
"Common Stock"), to be issued under the Applebee's International, Inc. Employee
Stock Purchase 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 200,000 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
Vice President/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
December 12, 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
December 12, 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 to register 200,000 shares
of the Company's Common Stock to be issued under the Applebee's International,
Inc. Employee Stock Purchase Plan 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
December 12, 1996
