UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On August 30, 2019, Papa John’s International, Inc. (the “Company”) filed a prospectus supplement to the prospectus that forms a part of its effective registration statement on Form S-3ASR, also filed on August 30, 2019 (the “Registration Statement”) registering the sale from time to time by the selling stockholders named therein of up to 5,447,727 shares of the Company’s common stock. The Company will not receive any proceeds from the sale of the common stock by the selling stockholders. A copy of the opinion of Hogan Lovells US LLP regarding the legality of the common stock is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.
Also on August 30, 2019, the Company filed an additional prospectus supplement to the prospectus that forms a part of the Registration Statement, registering the sale from time to time by the selling stockholders named therein of (i) up to 252,530 shares of the Company’s Series B convertible preferred stock (the “Series B Preferred Shares”), and (ii) up to 5,549,002 shares of the Company’s common stock issuable upon conversion of the Series B Preferred Shares (the “Conversion Shares”). The Company will not receive any proceeds from the sale of the Series B Preferred Shares or the Conversion Shares by the selling stockholders. The Company is obligated to register for resale the Series B Preferred Shares and the Conversion Shares pursuant to the Registration Rights Agreement, dated February4, 2019, by and among the Company and certain funds affiliated with, or managed by, Starboard Value LP on or prior to February 4, 2020. The Company is filing the prospectus supplement to satisfy that obligation. A copy of the opinion of Hogan Lovells US LLP regarding the legality of the Series B Preferred Shares and the Conversion Shares is attached hereto as Exhibit 5.2 to this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
Exhibit Number | Description | |
| 5.1 | Opinion of Hogan Lovells US LLP | |
| 5.2 | Opinion of Hogan Lovells US LLP |
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 30, 2019 | /s/ Clara M. Passafiume | |
| Clara M. Passafiume | ||
| Vice President and Secretary |