-----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, OfA4I0TMt1dGLvNSsCejIbQOQMSIasfuxclmmJA+fGCEQirKgguM8zmL2BL/R710 KAlor3GVOG82Kld6MlOs/w== 0001104659-06-060207.txt : 20060908 0001104659-06-060207.hdr.sgml : 20060908 20060908163826 ACCESSION NUMBER: 0001104659-06-060207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060821 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAPA JOHNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000901491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611203323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21660 FILM NUMBER: 061082219 BUSINESS ADDRESS: STREET 1: 2002 PAPA JOHNS BOULEVARD CITY: LOUISVILLE STATE: KY ZIP: 40299-2334 BUSINESS PHONE: 5022617272 MAIL ADDRESS: STREET 1: P O BOX 99900 CITY: LOUISVILLE STATE: KY ZIP: 40269-9990 8-K 1 a06-19404_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 21, 2006

 

Commission File Number:  0-21660

 

PAPA JOHN’S INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

61-1203323

(State or other jurisdiction of

(I.R.S. Employer Identification

incorporation or organization)

Number)

 

2002 Papa Johns Boulevard
Louisville, Kentucky  40299-2334

(Address of principal executive offices)

 

(502) 261-7272

(Registrant’s telephone number, including area code)

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Section 8 — Other Events

Item 8.01 Other Events

Effective August 31, 2006, John H. Schnatter, Founder and Executive Chairman of Papa John’s International, Inc. (the “Company”), entered into a stock trading plan to sell up to a total of 300,000 shares of the Company’s common stock as part of his personal long-term investment strategy.  Mr. Schnatter’s trading plan provides for sales of specified share amounts subject to specified limitations during a period commencing not before September 15, 2006, and is scheduled to terminate on August 31, 2007, unless terminated sooner in accordance with the terms of the plan.  Shares will be sold under the plan on the open market at prevailing market prices, subject to certain minimum price thresholds.

Effective August 21, 2006, J. David Flanery, Senior Vice President and Chief Financial Officer of the Company, entered into a stock trading plan to sell up to a total of 20,000 shares of the Company’s common stock to facilitate the exercise of a stock option and as part of his personal long-term investment strategy.  Mr. Flanery’s trading plan provides for sales of specified share amounts subject to specified limitations during a period commencing not before September 5, 2006, and is scheduled to terminate on December 17, 2007, unless terminated sooner in accordance with the terms of the plan.  Shares will be sold under the plan on the open market at prevailing market prices, subject to certain minimum price thresholds.

Neither of the trading plans described above will reduce the executives’ ownership of shares of the Company’s common stock below the levels specified in the Company’s stock ownership guidelines.

Mr. Schnatter and Mr. Flanery adopted their respective trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s policies applicable to trading in Company securities by directors and executive officers.  Rule 10b5-1 permits persons who are not in possession of material, nonpublic information about a company to establish pre-arranged plans to buy or sell securities of a company, in order to permit diversification of investment portfolios, to spread securities transactions over extended periods to reduce market impact and to avoid concerns about transactions occurring at a time when such persons might possess material, nonpublic information about the company.

Transactions effected through the trading plans will be reported through Form 144 and Form 4 filings with the Securities and Exchange Commission as required by law and regulation.

The Company has previously disclosed that Mr. Schnatter and certain other Company officers or directors have implemented trading plans under Rule 10b5-1.  Except as may be required by law, the Company does not undertake to report stock trading plans entered into by any Company officer or director, nor to report modifications, terminations, transactions or other activities under any publicly announced trading plan or a trading plan of any officer or director of the Company.

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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:  September 8, 2006

/s/ J. David Flanery

 

 

J. David Flanery

 

Senior Vice President and

 

Chief Financial Officer

 

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