As filed with the Securities and Exchange Commission on November 29, 2007 Registration No. 333-115677 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 of Principal Executive Offices) (Zip Code) APPLEBEE'S INTERNATIONAL, INC. EXECUTIVE NONQUALIFIED STOCK PURCHASE 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 20, 2004, Applebee's International, Inc. (the "Company") filed a registration statement on Form S-8, Registration Number 333-115677 (the "Registration Statement"), with respect to 150,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), relating to the Company's Executive Nonqualified Stock Purchase 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 --------------------------------------- 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 -------------------------------- ---------------------------------- Julia A. Stewart (Principal Executive Officer) /s/ Beverly O. Elving Senior Vice President, Finance -------------------------------- ------------------------------- Beverly O. Elving (Principal Financial and Accounting Officer) /s/ Thomas G. Conforti Director -------------------------------- Thomas G. Conforti