<PAGE>
As filed with the Securities and Exchange Commission on September 3, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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)
<TABLE>
<S> <C>
Delaware 61-1203323
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
</TABLE>
2002 Papa John's Boulevard
Louisville, Kentucky 40299
(Address of Principal Executive Offices) (Zip Code)
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PAPA JOHN'S INTERNATIONAL, INC.
1993 STOCK OWNERSHIP INCENTIVE PLAN
(Full Title of the Plan)
---------------
<TABLE>
<S> <C>
Charles W. Schnatter Copies to:
Senior Vice President, Secretary and General Counsel June N. King
Papa John's International, Inc. Greenebaum Doll & McDonald PLLC
2002 Papa John's Boulevard 3300 National City Tower
Louisville, Kentucky 40299 Louisville, Kentucky 40202
(502) 266-5200 (502) 589-4200
</TABLE>
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
---------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==============================================================================================================================
Title of Amount Proposed Proposed maximum Amount of
securities to be maximum offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,662,500
par value $.01 shares $39.10 $65,003,750 $18,072
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the high and low prices
per share as reported on the National Association of Securities Dealers -
National Market System on August 30, 1999.
===============================================================================
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information required by Part I of Form S-8 is included in documents to be
given to the recipient of the securities registered hereby in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Papa John's International, Inc. ("Registrant" or the "Company") 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"), a second 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 and a third
registration statement ("Third Registration Statement") on Form S-8 (Reg. No.
333-27823) covering 1,250,000 shares of Registrant's Common Stock issuable
pursuant to the Plan. This Registration Statement is being filed for the purpose
of registering 1,662,500 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, Second Registration Statement and
Third Registration Statement are incorporated by reference into this
Registration Statement.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
4.1 Registrant's Amended and Restated Certificate of Incorporation.
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
33-61366) is incorporated herein by reference.
4.2 Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation. Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.
4.3 Registrant's Restated By-Laws. Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.
5. Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.
23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24. Powers of Attorney (included on signature page of the Registration
Statement).
-2-
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 September 3,
1999.
PAPA JOHN'S INTERNATIONAL, INC.
By: /s/ Charles W. Schnatter
--------------------------------------------
Charles W. Schnatter
Senior Vice President, Secretary and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles W. Schnatter and E. Drucilla Milby and each of
them such individual's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such individual and in his or her
name, place and stead, in any and all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement and any
registration statement related to the offering contemplated by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission
and any State or other regulatory authority, 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 or necessary 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 any of them, 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
dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John H. Schnatter Chairman, Chief Executive Officer and September 3, 1999
- -------------------------- Director (Principal Executive Officer)
John H. Schnatter
/s/ Charles W. Schnatter Senior Vice President, Secretary, September 3, 1999
- -------------------------- General Counsel and Director
Charles W. Schnatter
/s/ Blaine E. Hurst Vice Chairman, President and Director September 3, 1999
- --------------------------
</TABLE>
-3-
<PAGE>
Blaine E. Hurst
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ E. Drucilla Milby Senior Vice President, Chief Financial Officer September 3, 1999
- ------------------------- and Treasurer (Principal Financial Officer)
E. Drucilla Milby
/s/ J. David Flanery Vice President and Corporate Controller September 3, 1999
- ------------------------- (Principal Accounting Officer)
J. David Flanery
/s/ O. Wayne Gaunce Director September 3, 1999
- -------------------------
O. Wayne Gaunce
/s/ Jack A. Laughery Director September 3, 1999
- -------------------------
Jack A. Laughery
/s/ Michael W. Pierce Director September 3, 1999
- ------------------------
Michael W. Pierce
/s/ Richard F. Sherman Director September 3, 1999
- ------------------------
Richard F. Sherman
</TABLE>
4
<PAGE>
EXHIBIT INDEX
4.1 Registrant's Amended and Restated Certificate of Incorporation. Exhibit
3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-61366)
is incorporated herein by reference.
4.2 Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation. Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.
4.3 Registrant's Restated By-Laws. Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.
5. Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.
23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24. Powers of Attorney (included on signature page of the Registration
Statement).
5
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Exhibit 5
[LETTERHEAD OF GREENEBAUM DOLL & MCDONALD PLLC]
September 3, 1999
Papa John's International, Inc.
2002 Papa John's Boulevard
Louisville, Kentucky 40299
Ladies and Gentlemen:
We 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 an aggregate of 1,662,500 additional
shares of Common Stock, par value $.01 per share (the "Common Stock"), of Papa
John's International, Inc., a Delaware corporation (the "Company"), to be issued
pursuant to the Papa John's International, Inc. 1993 Stock Ownership Incentive
Plan (the "Plan").
We have examined and are familiar with the Amended and Restated Certificate of
Incorporation and By-Laws of the Company, and the various corporate records and
proceedings relating to the organization of the Company and 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 and the Plan, 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. 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,
/s/ Greenebaum Doll & McDonald PLLC
Greenebaum Doll & McDonald PLLC
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1993 Stock Ownership Incentive Plan of Papa John's
International, Inc. of our report dated February 26, 1999, with respect to the
consolidated financial statements of Papa John's International, Inc. and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 27, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Louisville, Kentucky
August 6, 1999
