<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PAPA JOHN'S INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 61-1203323
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
11492 BLUEGRASS PARKWAY, SUITE 175
LOUISVILLE, KENTUCKY 40299-2334
(502) 266-5200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHARLES W. SCHNATTER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PAPA JOHN'S INTERNATIONAL, INC.
P.O. BOX 99900
LOUISVILLE, KENTUCKY 40269-9990
(502) 266-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
IVAN M. DIAMOND, ESQ. DAN BUSBEE, ESQ.
GREENEBAUM DOLL & MCDONALD PLLC LOCKE PURNELL RAIN HARRELL
3300 NATIONAL CITY TOWER (A PROFESSIONAL CORPORATION)
LOUISVILLE, KENTUCKY 40202-3197 2200 ROSS AVENUE, SUITE 2200
(502) 589-4200 DALLAS, TEXAS 75201-6776
(214) 740-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-02729
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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<TABLE>
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<CAPTION>
PROPOSED
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value................. 161,000 Shares $47.875 $7,707,875 $2,658
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</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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<PAGE>
EXPLANATORY NOTE
This Registration is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Reg. No. 333-02729) filed by Papa John's International, Inc. with
the Securities and Exchange Commission on April 23, 1996, which was declared
effective May 1, 1996, are incorporated herein by reference.
<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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF LOUISVILLE, KENTUCKY, ON THE 1ST DAY OF MAY, 1996.
Papa John's International, Inc.
/s/ Charles W. Schnatter
By: _________________________________
Charles W. Schnatter
Senior Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John H. Schnatter, Charles W. Schnatter and E. Drucilla Milby, and each of
them with full power to act without the others, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her behalf, individually and in each capacity stated below, all amendments
(including post-effective amendments) to this Registration Statement on Form
S-3 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, 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 and to all intents and purposes as each might or could do in person,
hereby ratifying and confirming each act that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue thereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ John H. Schnatter
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John H. Schnatter Chairman, Chief Executive
Officer and Director
(Principal Executive
Officer) May 1, 1996
/s/ Charles W. Schnatter
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Charles W. Schnatter Senior Vice President,
Secretary, General Counsel
and Director May 1, 1996
/s/ O. Wayne Gaunce
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O. Wayne Gaunce Director May 1, 1996
/s/ Jack A. Laughery
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Jack A. Laughery Director May 1, 1996
/s/ Michael W. Pierce
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Michael W. Pierce Director May 1, 1996
/s/ Richard F. Sherman
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Richard F. Sherman Director May 1, 1996
/s/ E. Drucilla Milby
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E. Drucilla Milby Chief Financial Officer and
Treasurer (Principal
Financial Officer) May 1, 1996
/s/ J. David Flanery
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J. David Flanery Vice President and Corporate
Controller (Principal
Accounting Officer) May 1, 1996
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
* 1.1 Form of Underwriting Agreement
5.1 Opinion of Greenebaum Doll & McDonald PLLC
23.1 Consent of Greenebaum Doll & McDonald PLLC (included
in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
*24.1 Powers of Attorney
</TABLE>
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*Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended, Reg.No. 333-02729.
<PAGE>
[LETTERHEAD GREENEBAUM DOLL & McDONALD PLLC]
May 1, 1996
PAPA JOHN'S INTERNATIONAL, INC.
11492 Bluegrass Parkway, Suite 175
Louisville, Kentucky 40299
Ladies and Gentlemen:
We have acted as legal counsel in connection with the preparation of a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
("Registration Statement"), covering an aggregate of 161,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of Papa John's
International, Inc., a Delaware corporation (the "Company"), of which 21,000
shares are subject to an over-allotment option granted to the Underwriters by
the Company.
We have examined and are familiar with the Amended and Restated Certificate
of Incorporation and Restated By-Laws of the Company, and the various corporate
records and proceedings relating to the organization of the Company and the
proposed issuance of the Common Stock. We have also examined such other
documents and proceedings as we have considered necessary for the purpose of
this opinion.
Based on the foregoing, it is our opinion that the Common Stock has been
duly authorized and, when issued and paid for in accordance with the terms of
the Registration Statement, will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Common Stock, and to
the reference to this firm under the heading "Legal Matters" in the Prospectus.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
GREENEBAUM DOLL & McDONALD PLLC
GD&M/llb
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 (which incorporates by reference the contents of an earlier
effective Registration Statement on Form S-3 (No. 333-02729)) of Papa John's
International, Inc. for the registration of 161,000 shares of its common stock
of our report dated February 27, 1996, with respect to the consolidated
financial statements of Papa John's International, Inc. and subsidiaries
incorporated by reference in its Annual Report (Form 10-K) for the fiscal year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
May 1, 1996
