UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
May 7,
2010
Commission
File Number: 0-21660
PAPA
JOHN’S INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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61-1203323
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification
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incorporation
or organization)
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Number)
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2002
Papa Johns Boulevard
Louisville,
Kentucky 40299-2367
(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))
Explanatory
Note
This Form
8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Papa
John’s International, Inc. (the “Company”) on April 30, 2010 where we reported,
under Item 5.02, that William M. Mitchell was leaving the Company to pursue
other interests. This amendment is being filed to include the
Agreement and Release between Mr. Mitchell and the Company.
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 7,
2010, the Company entered into an Agreement and Release (the “Release”) with
William M. Mitchell, who resigned from the Company effective April 29,
2010. Pursuant to the terms and conditions of the Release, the
Company agreed to pay Mr. Mitchell, subject to applicable withholdings, a lump
sum severance payment of approximately $463,906 representing ten months of
salary, accrued bonus, vacation and other items as described in the Release,
plus COBRA premiums for twelve months after his separation date if he elects
such coverage. His vested stock options will remain exercisable pursuant to the
terms of the plans under which the stock options were issued. The Release also
provides for certain customary covenants and releases. The foregoing
summary of the Release is qualified in its entirety by reference to the full
text of the Release which is filed as Exhibit 10.1 hereto and incorporated by
reference herein.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
Exhibit
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10.1
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Agreement
and Release between Papa John’s International, Inc. and William Mitchell
dated May 7, 2010.
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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.
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PAPA JOHN’S
INTERNATIONAL, INC.
(Registrant)
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Date: May
11, 2010
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/s/
J. David Flanery |
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J.
David Flanery
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Senior
Vice President and
Chief
Financial Officer
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