Form S-8
As filed with the Securities and Exchange Commission on November 29, 2007
Registration No. 333-124967
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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 of Principal Executive Offices) (Zip Code)
APPLEBEE'S INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN
APPLEBEE'S INTERNATIONAL, INC. AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
(Full title of the plan)
Rebecca R. Tilden
4551 West 107th Street
Overland Park, Kansas 66207
(Name and address of agent for service)
(913) 967-4000
(Telephone number, including area code, of agent for service)
DEREGISTRATION OF SECURITIES
On May 16, 2005, Applebee's International, Inc. (the "Company") filed a
registration statement on Form S-8, Registration Number 333-124967 (the
"Registration Statement"), with respect to 500,000 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), relating to the
Company's Employee Stock Purchase Plan, and 4,000,000 shares of Common Stock
relating to the Company's Amended and Restated 1995 Equity Incentive Plan.
On July 15, 2007, IHOP Corp., CHLH Corp and the Company entered into an
Agreement and Plan of Merger, pursuant to which CHLH Corp. would merge with and
into the Company, with the Company as the surviving corporation (the "Merger").
On November 29, 2007, the effective date of the Merger, each share of Common
Stock outstanding immediately prior to the Merger (other than shares held in
treasury and shares as to which a stockholder has properly exercised appraisal
rights) was cancelled and converted into the right to receive $25.50 in cash.
In connection with the closing of the Merger, all offerings of the
Company's Common Stock contemplated pursuant to existing registration
statements, including the Registration Statement, have been terminated. In
accordance with an undertaking made in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities of the
Company which remain unsold at the termination of the offering subject to the
Registration Statement, the Company hereby removes from registration all shares
of Common Stock registered under the Registration Statement that remain unsold
as of the date this Post-Effective Amendment No. 1 to the Registration Statement
is filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on November 29, 2007.
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Julia A. Stewart
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Julia A. Stewart
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities indicated on November 29, 2007.
Signature Title
/s/ Julia A. Stewart Chief Executive Officer, Director
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Julia A. Stewart (Principal Executive Officer)
/s/ Beverly O. Elving Senior Vice President, Finance
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Beverly O. Elving (Principal Financial and
Accounting Officer)
/s/ Thomas G. Conforti Director
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Thomas G. Conforti