<PAGE>
As filed with the Securities and Exchange Commission
on May 27, 1997
Registration No. 33-_______________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
PAPA JOHN'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1203323
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11492 Bluegrass Parkway, Suite 175
Louisville, Kentucky 40299-2370
(Address of Principal Executive Offices)(Zip Code)
PAPA JOHN'S INTERNATIONAL, INC. 1993 STOCK OWNERSHIP INCENTIVE PLAN
-------------------------------------------------------------------
(Full title of the plan)
Charles W. Schnatter, Esq.
Papa John's International, Inc.
11492 Bluegrass Parkway, Suite 175
Louisville, Kentucky 40299-2370
(502) 266-5200
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share/(1)/ price/(1)/ fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,250,000(2) $29.875 $37,343,750 $11,316.29
$.01 par value per shares
share and associated
rights
- ------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and low
prices of the Registrant's Common Stock as listed on the NASDAQ Stock
Market three business days prior to the filing hereof with respect to the
shares being registered.
/(2)/ The Registrant also registers hereby such indeterminate number of
additional shares of the Registrant's Common Stock as may be required to
cover antidilutive adjustments under the Papa John's International, Inc.
1993 Stock Ownership Incentive Plan.
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Papa John's International, Inc. ("Registrant") previously filed a
Registration Statement ("First Registration Statement") on Form S-8 (Reg. No.
33-67472) covering 1,237,500 shares of Registrant's Common Stock issuable
pursuant to the Papa John's International, Inc. 1993 Stock Ownership Incentive
Plan (the "Plan") and a Registration Statement ("Second Registration Statement")
on Form S-8 (Reg. No. 333-16447) covering 2,250,000 shares of Registrant's
Common Stock issuable pursuant to the Plan. This Registration Statement is being
filed for the purpose of registering 1,250,000 additional shares of Registrant's
Common Stock for issuance under the Plan. Pursuant to General Instruction E of
Form S-8, the contents of the First Registration Statement and the Second
Registration statement are incorporated by reference into this Registration
Statement.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
5 Opinion of Caryn F. Price, Esq.
23.1 Consent of Caryn F. Price, Esq. (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included on signature page of the Registration
Statement).
<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 Louisville, Commonwealth of Kentucky, on May 22,
1997.
PAPA JOHN'S INTERNATIONAL, INC.
By: /s/ John H. Schnatter
---------------------------------
John H. Schnatter
Title: Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby severally constitutes and appoints John H. Schnatter, Charles W.
Schnatter and Caryn F. Price, and each of them with full power to act without
the other, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto and to file the same with all exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission and each state securities regulatory authority, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises
as fully to all intents and purposes as he or she might or could do in person
hereby ratifying and confirming all that said attorneys-in-fact and agents 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ John H. Schnatter Chairman of the Board, May 22, 1997
------------------------------------------ Chief Executive Officer and Director
John H. Schnatter (Principal Executive Officer)
/s/ Charles W. Schnatter Senior Vice President, Secretary, May 22, 1997
- ------------------------------------------- General Counsel and Director
Charles W. Schnatter
/s/ E. Drucilla Milby Vice President and Treasurer May 22, 1997
- ------------------------------------------- (Principal Financial Officer)
E. Drucilla Milby
</TABLE>
<PAGE>
/s/ J. David Flanery Vice President and Corporate
- -----------------------------
Controller May 22, 1997
J. David Flanery (Principal Accounting Officer)
/s/ O. Wayne Gaunce Director May 22, 1997
- ---------------------------
O. Wayne Gaunce
/s/ Jack A. Laughery Director May 22, 1997
- ---------------------------
Jack A. Laughery
/s/ Michael W. Pierce Director May 22, 1997
- ---------------------------
Michael W. Pierce
/s/ Richard F. Sherman Director May 22, 1997
- ---------------------------
Richard F. Sherman
/s/ Blaine E. Hurst President and Director May 22, 1997
- ---------------------------
Blaine E. Hurst
<PAGE>
PAPA JOHN'S INTERNATIONAL, INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
-------------
Exhibit Number Exhibit Description
- -------------- -------------------
5 Opinion of Caryn F. Price, Esq.
23.1 Consent of Caryn F. Price, Esq. (included
in Exhibit 5).
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney (included on signature
page of the Registration Statement).
<PAGE>
Exhibit 5
May 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Papa John's International, Inc. -- Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as legal counsel in connection with the preparation of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement") covering 1,250,000 shares of common stock, par
value $.01 per share (the "Shares"), of Papa John's International, Inc., a
Delaware corporation (the "Company"), to be issued under the Papa John's
International, Inc. 1993 Stock Ownership Incentive Plan (the "Plan").
I have examined and am familiar with the Company, its organization and
proceedings related thereto. I have also examined such other documents and
procedures as I have considered necessary for the purpose of this opinion.
Based upon the foregoing and subject to the qualifications hereinafter set
forth, I am of the opinion that the Shares are duly authorized and, when issued
and sold in accordance with the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable.
I expressly disclaim any responsibility for advising you of any change
hereafter occurring in circumstances touching or concerning the transaction
which is the subject of this opinion, including any changes in the law or in
factual matters occurring subsequent to the date of this opinion.
I hereby consent to the filing of this opinion, or copies thereof, as an
Exhibit to the Registration Statement.
Sincerely,
PAPA JOHN'S INTERNATIONAL, INC.
/s/ Caryn F. Price
Senior Counsel
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm in the Registration Statement on Form S-
8 for the registration of 1,250,000 shares of common stock of Papa John's
International, Inc., which incorporates by reference previously filed
Registration Statements on Form S-8 (No.'s 33-67472 and 333-16447), pertaining
to the Papa John's International, Inc. 1993 Stock Ownership Incentive Plan
(collectively referred to as the Form S-8) and to the incorporation by reference
in the Form S-8 of our report dated February 28, 1997, 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 29, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Louisville, Kentucky
May 21, 1997
