As filed with the Securities and Exchange Commission on May 20, 2004
Registration No. 333-95705
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
APPLEBEE'S INTERNATIONAL, INC. 1999 EMPLOYEE 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 for the 1995
Equity Incentive Plan is increased from 1,600,000 to 3,600,000, and for the 1999
Employee Incentive Plan is increased from 333,000 to 749,250, 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 and 1999 Employee 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"). Each of the
1995 Equity Incentive Plan (the "1995 Plan") and the 1999 Employee Incentive
Plan (the "1999 Plan") provides that the number of shares of Common Stock that
may be issued under the 1995 Plan and the 1999 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, for the 1995 Plan from 1,600,000 to 3,600,000, and for the 1999 Plan
from 333,000 to 749,250. The Registration Statement shall also be deemed to
register any additional shares which may be issued under the 1995 Plan and the
1999 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
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Index of Exhibits
Exhibit
Number Document
23.1 Consent of Deloitte & Touche LLP.
5