-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIYSc6NiXJyCkE40FIjDF7L947lT36gJRwS+WRRnLPqJbsQ5hKJSXWI4xxd7zKlL QY2DnL0r8wRgAgmvkvoaBg== 0000853665-04-000104.txt : 20040520 0000853665-04-000104.hdr.sgml : 20040520 20040520140256 ACCESSION NUMBER: 0000853665-04-000104 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040520 EFFECTIVENESS DATE: 20040520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLEBEES INTERNATIONAL INC CENTRAL INDEX KEY: 0000853665 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 431461763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-95705 FILM NUMBER: 04820905 BUSINESS ADDRESS: STREET 1: 4551 W 107TH ST STE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66207 BUSINESS PHONE: 9139674000 MAIL ADDRESS: STREET 1: 4551 W 107TH STREET STREET 2: SUITE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66207 S-8 POS 1 s8pos95705.txt S-8 POS 333-95705 As filed with the Securities and Exchange Commission on May 20, 2004 Registration No. 333-95705 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Overland Park, Kansas 66207 (Address, including zip code, of Principal Executive Offices) APPLEBEE'S INTERNATIONAL, INC. 1995 EQUITY INCENTIVE PLAN 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 Overland Park, Kansas 66207 (913) 967-4000 (Name, address and telephone number of agent for service) Copy to: James M. Ash, Esq. Blackwell Sanders Peper Martin LLP Two Pershing Square 2300 Main Street, Suite 1000 Kansas City, Missouri 64108 (816) 983-8000 This Post-Effective Amendment No. 1 is being filed to reflect, in accordance with Rule 416(b), that the number of shares of Common Stock, par value $.01 per share, of the Registrant covered by this Registration Statement for the 1995 Equity Incentive Plan is increased from 1,600,000 to 3,600,000, and for the 1999 Employee Incentive Plan is increased from 333,000 to 749,250, as the result of two subsequent 3 for 2 stock splits of the Company, effected in the form of a 50% stock dividend, which increased the number of shares which may be issued under the 1995 Equity Incentive Plan and 1999 Employee Incentive Plan. No filing fee is necessary. This Registration Statement shall also be deemed to cover any additional shares which may be issued as the result of a future stock split, stock dividend or other anti-dilution provision. EXPLANATORY NOTE TO POST-EFFECTIVE AMENDMENT NO. 1 In May of 2001 and May of 2002, the board of directors of the Registrant approved a three-for-two stock split of the Company's Common Stock, effected in the form of a 50% stock dividend (the "Stock Splits"). Each of the 1995 Equity Incentive Plan (the "1995 Plan") and the 1999 Employee Incentive Plan (the "1999 Plan") provides that the number of shares of Common Stock that may be issued under the 1995 Plan and the 1999 Plan may be increased in the event of a stock split, stock dividend or other anti-dilution provision. The purpose of this Post-Effective Amendment No. 1 is to reflect, in accordance with Rule 416(b) of the Securities Act of 1933, as amended, the change in the amount of shares registered under this Registration Statement, on account of the Stock Splits, for the 1995 Plan from 1,600,000 to 3,600,000, and for the 1999 Plan from 333,000 to 749,250. The Registration Statement shall also be deemed to register any additional shares which may be issued under the 1995 Plan and the 1999 Plan as a result of a future stock split or stock dividend or other anti-dilution provision. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8: Exhibits 23.1 Consent of Deloitte & Touche LLP. 2 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 this Post-Effective Amendment No. 1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Overland Park, State of Kansas, on May 18, 2004. APPLEBEE'S INTERNATIONAL, INC. By: /s/ Lloyd L. Hill ------------------------------------- Lloyd L. Hill Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 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 18, 2004 - ------------------------------------ Chief Executive Officer Lloyd L. Hill (Principal Executive Officer) /s/ Steven K. Lumpkin Director, Executive Vice President and May 18, 2004 - ------------------------------------ Chief Financial Officer Steven K. Lumpkin (Principal Financial Officer) /s/ Beverly O. Elving Vice President, Accounting May 18, 2004 - ------------------------------------ (Principal Accounting Officer) Beverly O. Elving * Director May 18, 2004 - ------------------------------------ Erline Belton * Director May 18, 2004 - ------------------------------------ Douglas R. Conant * Director May 18, 2004 - ------------------------------------ D. Patrick Curran * Director May 18, 2004 - ------------------------------------ Eric L. Hansen * Director May 18, 2004 - ------------------------------------ Mark S. Hansen 3 * Director May 18, 2004 - ------------------------------------ Jack P. Helms * Director May 18, 2004 - ------------------------------------ Burton M. Sack Director May 18, 2004 - ------------------------------------ Michael A. Volkema
* By: /s/ Robert T. Steinkamp -------------------------------------- As Attorney-in-fact Date: May 18, 2004 4 Index of Exhibits Exhibit Number Document 23.1 Consent of Deloitte & Touche LLP. 5 EX-23 3 dtconsent95705.txt D&T CONSENT 333-95705 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-95705 on Form S-8 of Applebee's International, Inc. of our report dated March 4, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in accounting principle in the year ended December 29, 2002), appearing in the Annual Report on Form 10-K of Applebee's International, Inc. for the year ended December 28, 2003. DELOITTE & TOUCHE LLP Kansas City, Missouri May 19, 2004 -----END PRIVACY-ENHANCED MESSAGE-----