-----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, A6aiD0bHM2+Jqebo2n5EFj8/H135w0rJ8jJcDrDsSLoXU0IyoleLtRRVYx04X3KL R2gOpbqBFiGd+jEq2h0UhA== 0000853665-07-000132.txt : 20070608 0000853665-07-000132.hdr.sgml : 20070608 20070608160532 ACCESSION NUMBER: 0000853665-07-000132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070608 DATE AS OF CHANGE: 20070608 EFFECTIVENESS DATE: 20070608 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: 1230 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143609 FILM NUMBER: 07909860 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 1 espps8.txt AII ESPP As filed with the Securities and Exchange Commission on June 8, 2007 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 Overland Park, Kansas 66207 (Address, including zip code, of Principal Executive Offices) APPLEBEE'S INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) David L. Goebel 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 Plaza Colonnade 4801 Main Street, Suite 1000 Kansas City, Missouri 64112 (816) 983-8000 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------ ------------------ ------------------- ------------------ ------------------ Proposed maximum Proposed maximum Title of securities to be registered Amount to be offering price aggregate Amount of registered (1) per share (2) offering price registration fee - ------------------------------------------------ ------------------ ------------------- ------------------ ------------------ Common Stock, par value $.01 per share 500,000 $ 25.88 $ 12,940,000 $ 397.26 - ------------------------------------------------ ------------------ ------------------- ------------------ ------------------ (1) The 500,000 shares of Common Stock being registered are issuable under the Employee Stock Purchase Plan ("Plan") of Applebee's International, Inc. ("Company"), and represent increases under the plan approved at the Company's most recent annual stockholders' meeting held on May 25, 2007. This Registration Statement shall also be deemed to register and cover any additional shares of Common Stock that may be issued under the Plan pursuant to the Plan's anti-dilution provisions as the result of any stock split, stock dividend or similar transaction. (2) 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 Company's Common Stock as listed on the Nasdaq Stock Market on June 5, 2007.
EXPLANATORY NOTE This Form S-8 is being filed for the purpose of registering an additional 500,000 shares of Common Stock, par value $0.01 per share, of the Company for issuance under the Plan. Such Common Stock are additional securities of the same class as other securities for which previous registration statements on Form S-8 were filed with the Securities and Exchange Commission (the "Commission"). Pursuant to General Instruction E of Form S-8, the contents of the following previously filed registration statements and amendments are incorporated by reference herein, except for Items 3, 5 and 8 of such previously filed registration statements, which are replaced and superseded with the Items 3, 5 and 8 set forth in this Registration Statement: Registration Statement on Form S-8 filed by the Company on December 13, 1996, as amended by Post-Effective Amendment No. 1 filed by the Company on March 12, 2004 (No. 333-17823); Registration Statement on Form S-8 filed by the Company on October 1, 2001, as amended by Post-Effective Amendment No. 1 filed by the Company on March 12, 2004 (No. 333-70656); and Registration Statement on Form S-8 filed by the Company on May 16, 2005 (No. 333-124967). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by the Company are incorporated in this Registration Statement on Form S-8 by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2007; 3. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2006, except for information furnished under Current Reports on Form 8-K, which is not deemed filed and not incorporated herein by reference; and 4. The description of common stock contained in the Company's Registration Statement on Form 8-A effective September 27, 1989, and any further amendment or report filed for the purpose of updating such description. 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, 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. 1. Item 5. Interests of Named Experts and Counsel. Rebecca R. Tilden, Vice President and General Counsel of the Company, will issue an opinion as to the legality of the securities registered hereunder. Ms. Tilden owns 24,792 shares of Common Stock and holds options to purchase 80,999 shares of Common Stock, and stock appreciation rights with respect to 10,000 shares of Common Stock. Item 8. Exhibits. 5 Opinion of Rebecca R. Tilden, counsel to the Company. 23.1 Consent of Rebecca R. Tilden (included in Exhibit 5). 23.2 Consent of Deloitte & Touche LLP. 24 Power of Attorney (included in signature page of Registration Statement). 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 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 June 8, 2007. APPLEBEE'S INTERNATIONAL, INC. By: /s/ David L. Goebel ------------------------ David L. Goebel Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Applebee's International, Inc., hereby severally constitute David L. Goebel and Rebecca R. Tilden and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, or their duly appointed substitute, as the same may be designated in writing from time to time, 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/ David L. Goebel Director, Chief Executive Officer June 8, 2007 - ------------------------------------ David L. Goebel /s/ Steven K. Lumpkin Director, Executive Vice President, Chief June 8, 2007 - ------------------------------------ Financial and Strategy Officer and Treasurer Steven K. Lumpkin (Principal Financial Officer) /s/ Beverly O. Elving Vice President and Controller June 8, 2007 - ------------------------------------ Beverly O. Elving /s/ Lloyd L. Hill Director, Chairman of the Board June 8, 2007 - ------------------------------------ Lloyd L. Hill /s/ Erline Belton Director June 8, 2007 - ------------------------------------ Erline Belton /s/ Gina Boswell Director June 8, 2007 - ------------------------------------ Gina Boswell 3. /s/ Richard C. Breeden Director June 8, 2007 - ------------------------------------ Richard C. Breeden /s/ Douglas R. Conant Director June 8, 2007 - ------------------------------------ Douglas R. Conant /s/ D. Patrick Curran Director June 8, 2007 - ------------------------------------ D. Patrick Curran /s/ Eric L. Hansen Director June 8, 2007 - ------------------------------------ Eric L. Hansen /s/ Laurence E. Harris Director June 8, 2007 - ------------------------------------ Laurence E. Harris /s/ Jack P. Helms Director June 8, 2007 - ------------------------------------ Jack P. Helms /s/ Rogelio Rebolledo Director June 8, 2007 - ------------------------------------ Rogelio Rebolledo /s/ Burton M. Sack Director June 8, 2007 - ------------------------------------ Burton M. Sack /s/ Michael A. Volkema Director June 8, 2007 - ------------------------------------ Michael A. Volkema
4. Index of Exhibits Exhibit Number Document 5 Opinion of Rebecca R. Tilden, counsel to the Company. 23.1 Consent of Rebecca R. Tilden (included in Exhibit 5). 23.2 Consent of Deloitte & Touche LLP. 24 Power of Attorney (included in signature page of Registration Statement). 5. EX-5 3 ex5opinion1.txt EX. 5, LEGAL OPINION Exhibit 5 June 8, 2007 Applebee's International, Inc. 4551 West 107th St. Overland Park, KS 66207 Ladies and Gentlemen: I refer to the Registration Statement of Applebee's International, Inc. (the "Company") on Form S-8 to be filed with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), 500,000 shares of the Company's Common Stock, $.01 par value (the "Common Stock"), to be issued pursuant to the terms of the Applebee's International, Inc. Employee Stock Purchase Plan (the "Plan"). I am familiar with the proceedings to date with respect to such proposed issuance and have examined such records, documents and matters of the law and satisfied myself as to such matters of fact as I have considered relevant for the purposes of this opinion. Based upon the foregoing, it is my opinion that the 500,000 shares of Common Stock to be issued under the Plan, when issued and sold in accordance with the Plan, will be legally issued, fully paid and non-assessable. This opinion is limited to the Delaware General Corporation Law. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to me in the Registration Statement. My consent shall not be deemed an admission that I am an expert whose consent is required under Section 7 of the Act. Very truly yours, /s/ Rebecca R. Tilden ----------------------- Rebecca R. Tilden Vice President and General Counsel EX-23 4 dtconsent.txt EX. 23.2 CONSENT OF DELOITTE CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements of Applebee's International, Inc. and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph regarding a change in accounting for stock-based compensation upon the adoption of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment"), and management's report on the effectiveness of internal control over financial reporting dated February 28, 2007, appearing in the Annual Report on Form 10-K of Applebee's International, Inc. and subsidiaries for the year ended December 31, 2006. DELOITTE & TOUCHE LLP Kansas City, Missouri June 8, 2007 -----END PRIVACY-ENHANCED MESSAGE-----