As filed with the Securities and Exchange Commission on May 9, 2002
Registration No. 333-
UNITED STATES
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
(Address, including zip code, of Principal Executive Offices)
APPLEBEE'S INTERNATIONAL, INC. 1999 EMPLOYEE INCENTIVE PLAN
(Full title of the plan)
Lloyd L. Hill
Chief Executive Officer
Applebee's International, Inc.
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
(913) 967-4000
(Name, address and telephone number of agent for service)
Copy to:
Shari L. Wright, Esq.
Blackwell Sanders Peper Martin LLP
Two Pershing Square
2300 Main Street, Suite 1000
Kansas City, Missouri 64108
(816) 983-8000
CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of securities to be registered registered per share (1) offering price registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share 600,000 $39.80 $23,880,000 $2,196.96
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
offering price per share is based on the average of the high and low
prices of the Registrant's Common Stock as listed on the Nasdaq Stock
Market on May 2, 2002.
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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.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents filed with the SEC 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 30, 2001;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002;
3. The Company's Reports on Form 8-K filed on January 17, 2002,
January 18, 2002, February 8, 2002, February 13, 2002, February
27, 2002, April 11, 2002, April 25, 2002, April 30, 2002 and
May 9, 2002;
4. The Company's Definitive Proxy Statement on Form 14-A filed April
9, 2002; and
5. The description of the Company's Common Stock set forth in the
Form 8-A Registration Statement effective September 27, 1989.
All documents subsequently filed by the Company 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.
Any statement contained in a report or other document incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed report or other document that also is
incorporated by reference herein, modifies or supersedes such statement. Any
such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
Certain statements contained herein and in the related prospectus or
incorporated by reference herein or in the related prospectus constitute
forward-looking statements as such term is defined in Section 27A of the
Securities and Section 21E of the Exchange Act. Certain factors discussed herein
and in the related prospectus or in the Company's Exchange Act filings with the
Commission could cause actual results to differ materially from those in the
forward-looking statements.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
Robert T. Steinkamp, General Counsel and Secretary of the Company, will
issue an opinion as to the legality of the securities registered hereunder. Mr.
Steinkamp owns 35,069 shares of Common Stock and has no vested options to
purchase additional shares of Common Stock.
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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 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.
Article 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. Article IX permits the company 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,
threatened 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, as amended (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 and Exhibit 4.1
of the Registrant's Quarterly Report on 10-Q for the fiscal
quarter ended June 27, 1999).
4.2 Certificate of the 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).
4.3 1999 Employee Incentive Plan (incorporated by reference to Exhibit
10.11 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 30, 2001).
4.4 Amendments to the 1999 Employee Incentive Plan.
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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.
24.1 Power of Attorney (included in the signature page to the
Registration Statement).
Item 9: Undertakings
The undersigned 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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 with or furnished to the
Commission by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 May 9, 2002.
APPLEBEE'S INTERNATIONAL, INC.
By:
-------------------------------------
Lloyd L. Hill
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Applebee's International, Inc., hereby severally constitute Lloyd
L. Hill and Robert T. Steinkamp, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, any and all amendments to this
Registration Statement on Form S-8, and generally to do all such things in our
names and in our capacities as directors to enable Applebee's International,
Inc. to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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:
Signature Title Date
------------------------------------- ------------------------------------- -------------
Chairman of the Board and May 9, 2002
------------------------------------ Chief Executive Officer -------------
Lloyd L. Hill (Principal Executive Officer)
Executive Vice President and May 9, 2002
------------------------------------ Chief Financial Officer -------------
Steven K. Lumpkin (Principal Financial and Accounting
Officer)
Director, Executive Vice President May 9, 2002
------------------------------------ And Chief Operating Officer -------------
George D. Shadid
Director May 9, 2002
------------------------------------ -------------
Erline Belton
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Director May 9, 2002
------------------------------------ -------------
Douglas R. Conant
Director May 9, 2002
------------------------------------ -------------
D. Patrick Curran
Director May 9, 2002
------------------------------------ -------------
Eric L. Hansen
Director May 9, 2002
------------------------------------ -------------
Mark S. Hansen
Director May 9, 2002
------------------------------------ -------------
Jack P. Helms
Director May 9, 2002
------------------------------------ -------------
Burton M. Sack
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Index of Exhibits
Exhibit
Number Document
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, as amended (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 and Exhibit 4.1
of the Registrant's Quarterly Report on 10-Q for the fiscal
quarter ended June 27, 1999).
4.2 Certificate of the 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).
4.3 1999 Employee Incentive Plan establishing the number of shares of
Common Stock available for grant at 333,000 shares (incorporated
by reference to Exhibit 10.11 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 30, 2001).
4.4 Amendments to the 1999 Employee Incentive Plan.
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.
24.1 Power of Attorney (included in the signature page to the
Registration Statement).
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