As filed with the Securities and Exchange Commission
on June 26, 2025
Registration No. 333-
UNITED STATES
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 of
incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
2002 Papa John’s Boulevard
Louisville, Kentucky 40299
(502) 261-7272
(Address, including zip code, and telephone number,
including area code, of registrant’s principal
executive offices)
Papa John’s International, Inc.
2018 Omnibus Incentive Plan
(Full title of the Plan)
Caroline M. Oyler
Chief Legal and Risk Officer and Corporate
Secretary
Papa John’s International, Inc.
2002 Papa John’s Boulevard
Louisville, Kentucky 40299
(502) 261-7272
(Name, address and telephone number of agent for
service)
Copy to:
John B. Beckman
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large
accelerated filer x |
|
Accelerated
filer ¨ |
| |
|
|
Non-accelerated
filer ¨
(Do not check if a smaller reporting |
|
Smaller
reporting company ¨ |
| company) |
|
Emerging
growth company ¨ |
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act company ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this
“Registration Statement”) of Papa John’s International, Inc., Inc. (the “Registrant”) is being
filed to register 4,900,000 additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”)
authorized for issuance pursuant to the Papa John's International, Inc.'s 2018 Omnibus Incentive Plan, as amended (the “2018
Plan”). The Registrant previously registered shares of Common Stock under the 2018 Plan on Registration Statement on Form S-8
(File No. 333-224770) filed on May 9, 2018 (the “Prior Registration Statement”). On February 20, 2025,
the Registrant’s Board of Directors adopted an amendment to the 2018 Plan to increase the number of shares of Common Stock available
for issuance thereunder by 4,900,000 (the “Amendment”), subject to stockholder approval. The Registrant's stockholders approved
the Amendment at the Registrant’s Annual Meeting of Stockholders on May 1, 2025.
As permitted by General Instruction E to Form S-8,
this Registration Statement incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented,
amended, or superseded by the information set forth herein.
Item 8. Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 4.1 |
|
Specimen Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2017). |
| |
|
|
| 5.1 |
|
Opinion of Hogan Lovells
US LLP regarding the legality of the Common Stock registered hereby.* |
| |
|
|
| 10.1 |
|
Papa John’s International, Inc.
2018 Omnibus Incentive Plan. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K
filed May 1, 2018). |
| |
|
|
| 10.2 |
|
First Amendment to the
Papa John’s International, Inc. 2018 Omnibus Incentive Plan.* |
| |
|
|
| 23.1 |
|
Consent of Hogan Lovells
US LLP (included in Exhibit 5.1).* |
| |
|
|
| 23.2 |
|
Consent of Ernst &
Young LLP, independent registered public accountants.* |
| |
|
|
| 24.1 |
|
Power of Attorney (included
in the signature page to this registration statement).* |
| |
|
|
| 107 |
|
Filing Fee Table.* |
* Filed herewith.
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, State of Kentucky, on June 26, 2025.
| |
Papa John’s International, Inc.
(Registrant) |
| |
|
| |
|
| |
By: |
/s/ Todd A. Penegor |
| |
|
Todd A. Penegor |
| |
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Caroline M. Oyler and John Matter his or her true and lawful attorney-in-fact and agent, each acting alone, 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 or
all amendments (including post-effective amendments) to the Registration Statement on Form S-8, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her 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 as of June 26, 2025 by the following persons in the capacities indicated.
| Signature |
|
Title |
| |
|
|
| /s/ Todd A. Penegor |
|
Director, President and Chief Executive Officer
(Principal Executive Officer) |
| Todd A. Penegor |
|
| |
|
|
| /s/ Ravi M. Thanawala |
|
Chief Financial Officer and EVP, International
(Principal Financial Officer and Principal Accounting Officer) |
| Ravi M. Thanawala |
|
| |
|
|
| /s/ Christopher L. Coleman |
|
Chairperson |
| Christopher L. Coleman |
|
|
| |
|
|
| /s/ John W. Garratt |
|
Director |
| John W. Garratt |
|
|
| |
|
|
| /s/ Stephen L. Gibbs |
|
Director |
| Stephen L. Gibbs |
|
|
| |
|
|
| /s/ Laurette T. Koellner |
|
Director |
| Laurette T. Koellner |
|
|
| |
|
|
| /s/ Jocelyn C. Mangan |
|
Director |
| Jocelyn C. Mangan |
|
|
| |
|
|
| /s/ Sonya E. Medina |
|
Director |
| Sonya E. Medina |
|
|
| |
|
|
| /s/ John C. Miller |
|
Director |
| John C. Miller |
|
|
