As filed with the Securities and Exchange Commission on May 19, 2003
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. 1995 EQUITY 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 2,500,000 $28.615 $71,537,500 $5,787.38
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(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 12, 2003.
1
EXPLANATORY NOTE
The purpose of this Registration Statement is to register 2,500,000
additional shares of Common Stock, par value $0.01 per share, of Applebee's
International, Inc. (the "Company") issuable pursuant to the Company's 1995
Equity Incentive Plan. In accordance with General Instruction E of Form S-8, the
contents of the Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on March 26, 1996 (No. 333-01969) are incorporated herein by
reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 46,989 shares of Common Stock and has no vested options to
purchase shares of Common Stock.
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 (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).
4.2 Amendment dated May 13, 1999 to Shareholder Rights Plan
contained in Rights Agreement dated as of September 7, 1994,
between Applebee's International, Inc. and Chemical Bank, as
Rights Agent (incorporated by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 27, 1999).
4.3 Amendment dated December 12, 2002 to Shareholder Rights Plan
contained in Rights Agreement dated as of September 7, 1994,
between Applebee's International, Inc. and Chemical Bank, as
Rights Agent (incorporated by reference to Exhibit 4.3 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 29, 2002).
4.4 Certificate of Adjustment of 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 Quarterly Report on Form 10-Q for the fiscal
quarter ended September 29, 2002).
4.5 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).
4.6 1995 Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.7 of Registrant's Annual Report on
Form 10-K for the fiscal period ended December 30, 2001).
4.7 Amendment to 1995 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 of Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 30, 2003).
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4.8 Amendment to 1995 Equity 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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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 19, 2003,
2003.
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Lloyd L. Hill
----------------------------------------
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
/s/ Lloyd L. Hill Director, Chairman of the Board and May 19, 2003
---------------------------- Chief Executive Officer --------------
Lloyd L. Hill (Principal Executive Officer)
/s/ Steven K. Lumpkin Executive Vice President and Chief May 19, 2003
---------------------------- Financial Officer --------------
Steven K. Lumpkin (Principal Financial Officer)
/s/ Beverly O. Elving Vice President, Accounting May 19, 2003
---------------------------- (Principal Accounting Officer) --------------
Beverly O. Elving
/s/ Erline Belton Director May 19, 2003
---------------------------- --------------
Erline Belton
/s/ Douglas R. Conant Director May 19, 2003
---------------------------- --------------
Douglas R. Conant
/s/ D. Patrick Curran Director May 19, 2003
---------------------------- --------------
D. Patrick Curran
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/s/ Eric L. Hansen Director May 19, 2003
---------------------------- --------------
Eric L. Hansen
/s/ Mark S. Hansen Director May 19, 2003
---------------------------- --------------
Mark S. Hansen
/s/ Jack P. Helms Director May 19, 2003
---------------------------- --------------
Jack P. Helms
/s/ Burton M. Sack Director May 19, 2003
---------------------------- --------------
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 (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).
4.2 Amendment dated May 13, 1999 to Shareholder Rights Plan
contained in Rights Agreement dated as of September 7, 1994,
between Applebee's International, Inc. and Chemical Bank, as
Rights Agent (incorporated by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 27, 1999).
4.3 Amendment dated December 12, 2002 to Shareholder Rights Plan
contained in Rights Agreement dated as of September 7, 1994,
between Applebee's International, Inc. and Chemical Bank, as
Rights Agent (incorporated by reference to Exhibit 4.3 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 29, 2002).
4.4 Certificate of Adjustment of 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 Quarterly Report on Form 10-Q for the fiscal
quarter ended September 29, 2002).
4.5 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).
4.6 1995 Equity Incentive Plan, as amended (incorporated by
reference to Exhibit 10.7 of Registrant's Annual Report on
Form 10-K for the fiscal period ended December 30, 2001).
4.7 Amendment to 1995 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 of Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 30, 2003).
4.8 Amendment to 1995 Equity 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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