Current Report Filing (8-k)
August 08 2022 - 5:19PM
Edgar (US Regulatory)
0000901491
false
PAPA JOHNS INTERNATIONAL INC
0000901491
2022-08-08
2022-08-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2022
Commission File Number:
000-21660
PAPA JOHNS 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 Johns Boulevard
Louisville,
Kentucky 40299-2367
(Address of principal
executive offices)
(502) 261-7272
(Registrant’s
telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading Symbol |
|
Name of each exchange on which registered: |
Common stock, $0.01 par value |
|
PZZA |
|
The NASDAQ Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
On
August 8, 2022, Papa John’s International, Inc. (the “Company”) filed a
shelf registration statement on Form S-3ASR (the “Registration Statement”) with the Securities and Exchange Commission
(the “Commission”) in order to maintain an effective shelf registration statement.
On the same date, the Company filed a prospectus supplement (the “Resale
Prospectus Supplement”) to the prospectus (together with the Resale Prospectus Supplement,
the “Resale Prospectus”) that forms a part of the Registration Statement registering the resale from time to time of
shares of the Company’s common stock (the “Resale Shares”) by the selling stockholders
identified in the Resale Prospectus Supplement. Any such resales will be made under the Registration
Statement and the Resale Prospectus. The Resale Prospectus supersedes the prospectus supplements and the accompanying prospectus previously
filed by the Company with respect to the Resale Shares and relating to the Company’s prior shelf registration statement. The Company
is filing herewith a copy of the opinion of Hogan Lovells US LLP regarding the legality of the Resale Shares, attached hereto as
Exhibit 5.1 to this Current Report on Form 8-K.
The Company is not offering for
sale any shares of common stock in the Resale Prospectus, and the Company will not receive any proceeds from the sale of any Resale Shares
by the selling stockholders from time to time pursuant to the Resale Prospectus.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
PAPA JOHN’S INTERNATIONAL, INC. |
|
(Registrant) |
|
|
Date: August 8, 2022 |
/s/
Caroline Miller Oyler |
|
Caroline Miller Oyler |
|
Chief Legal & Risk Officer and Corporate Secretary |
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