S-8 POS 1 s8pos01969.txt S-8 POS 333-01969 As filed with the Securities and Exchange Commission on May 20, 2004 Registration No. 333-01969 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 (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 is increased from 2,000,000 to 4,500,000 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. 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"). The 1995 Equity Incentive Plan (the "Plan") provides that the number of shares of Common Stock that may be issued under the 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, from 2,000,000 to 4,500,000. This Registration Statement shall also be deemed to register any additional shares which may be issued under the 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