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As filed with the Securities and Exchange Commission on May __, 2008
Registration No. 333-_______
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 
Jack in the Box Inc.
(Exact name of registrant as specified in its charter)
     
Delaware   95-2698708
     
(State or other jurisdiction of incorporation or
organization) 		  (I.R.S. Employer Identification No.)
9330 Balboa Avenue
San Diego, CA 92123-1516
(858) 571-2121
(Address of Principal Executive Offices)
 
Jack in the Box Inc.
Amended and Restated
Deferred Compensation Plan for Non-Management Directors
(Full title of the Plan)

 
Phillip H. Rudolph
Senior Vice President, General Counsel and
Corporate Secretary
9330 Balboa Avenue
San Diego, California 92123-1516
(Name and address of agent for service)
(858) 571-2121
(Telephone number, including area code, of agent for service)
 
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed     Proposed        
              maximum     maximum        
  Title of securities     Amount to be     offering price     aggregate offering     Amount of  
  to be registered     registered(1)     per share (2)     price (2)     registration fee  
 
Common Stock, par value $.01 per share
     150,000 shares     $27.32     $4,098,000     $161.05  
 
 
(1)   The additional securities to be registered under the Jack in the Box Inc. Amended and Restated Deferred Compensation Plan for Non-Management Directors (the “Plan”) include 150,000 newly authorized shares. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of additional securities that may be issued pursuant to the anti-dilution provisions of the Plan, and an indeterminate number of interests to be offered or sold pursuant to the Plan.
 
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, based on the average of the high and low prices of the Company’s Common Stock as reported on the New York Stock Exchange on May 12, 2008.
 
 

 

TABLE OF CONTENTS

PART II
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.2

Table of Contents

PART II
INCORPORATION BY REFERENCE OF CONTENTS OF
FORM S-8 REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 previously filed with respect to the Plan listed below are incorporated by reference herein:
The Registration Statement filed by Jack in the Box Inc. (the “Registrant”) with respect to the Amended and Restated Jack in the Box Inc. Deferred Compensation Plan for Non- Management Directors (SEC File No. 333-143032), filed May 17, 2007.
     
Item 8.   Exhibits
 
 
  See Exhibit Index.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 14th day of May, 2008.
         
  JACK IN THE BOX INC.
 		  
  By:   /s/ LINDA A. LANG  
    Linda A. Lang   
    Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) 		  
 

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POWER OF ATTORNEY
     Each of the directors of Jack in the Box Inc. whose signature appears below constitutes and appoints Linda A. Lang and Jerry P. Rebel, and each or any of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
        
/s/ LINDA A. LANG
 
Linda A. Lang
  Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) 		  May 14, 2008
 
        
/s/ JERRY P. REBEL
 
Jerry P. Rebel
  Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) 		  May 14, 2008
 
        
/s/ MICHAEL E. ALPERT
  Director   May 14, 2008
 
Michael E. Alpert
       
 
        
/s/ GEORGE FELLOWS
  Director   May 14, 2008
 
George Fellows
       
 
        
/s/ ANNE B. GUST
  Director   May 14, 2008
 
Anne B. Gust
       
 
        
/s/ MURRAY H. HUTCHISON
  Director   May 14, 2008
 
Murray H. Hutchison
       
 
        
/s/ MICHAEL W. MURPHY
  Director   May 14, 2008
 
Michael W. Murphy
       
 
        
/s/ DAVID M. TEHLE
  Director   May 14, 2008
 
David M. Tehle
       

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EXHIBIT INDEX
     
Number   Description
4.1
  Amended and Restated Jack in the Box Inc. Deferred Compensation Plan for Non-Management Directors (1)
 
    
4.2
  Restated Certificate of Incorporation, as amended(2)
 
    
4.3
  Certificate of Amendment of Restated Certificate of Incorporation, as amended(3)
 
    
4.4
  Amended and Restated Bylaws(4)
 
    
5
  Opinion of DLA Piper US LLP
 
    
23.1
  Consent of DLA Piper US LLP (included in Exhibit 5)
 
    
23.2
  Consent of KPMG LLP
 
    
24
  Power of Attorney (included on signature page)
 
(1)   Previously filed and incorporated herein by reference to the Registrant’s Form S-8 Registration Statement (SEC File No. 333-143032) filed on May 17, 2007.
 
(2)   Previously filed and incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 3, 1999 (SEC File No. 001-9390).
 
(3)   Previously filed and incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed September 24, 2007 (SEC File No. 001-9390).
 
(4)   Previously filed and incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed August 7, 2007 (SEC File No. 001-9390).

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