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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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December
3, 2008
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Papa
John's International, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-21660
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61-1203323
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2002
Papa John's Boulevard
Louisville,
Kentucky
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40299-2367
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(502)
261-7272
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N/A
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(Former
name or former address, if changed since last report)
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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:
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o Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 3, 2008, the Board of Directors (the “Board”) of Papa John’s
International, Inc. (the “Company”) elected John H. Schnatter, 47, to the
office of interim Chief Executive Officer of the Company, effective
December 4, 2008.
Mr.
Schnatter succeeds Nigel Travis, who served as Papa John’s President and
Chief Executive Officer and a member of the Board since 2005. Mr.
Travis
is leaving the company to pursue another opportunity. Mr. Travis
resigned
as a member of the Board on December 4, 2008. The Company and Mr.
Travis
are finalizing the terms of his severance arrangements, which will
be
disclosed in a report on Form 8-K once agreed upon.
On
December 3, 2008, the Board also designated a Board search committee
comprised of William M. Street, who will serve as chair, Alexander
W.
Smith, Olivia F. Kirtley, Norborne P. Cole, Jr. and Mr. Schnatter,
to
undertake a search for a permanent Chief Executive Officer.
Mr. Schnatter
created the Papa John's concept and founded the Company in 1985.
He served
as Chairman of the Board and Chief Executive Officer from 1990 until
April
2005, and as President from 1985 to 1990 and from 2001 until April
2005.
From April 2005 until May 2007 he served as Executive Chairman of
the
Company, an executive officer position. In May 2007, Mr. Schnatter
assumed non-executive officer status with the Company, continuing
to chair
the Board as Founder Chairman.
The
terms of Mr. Schnatter’s compensation for his service as interim Chief
Executive Officer are being considered by the Board’s Compensation
Committee, and will be disclosed in a report on Form 8-K once finalized.
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Item
7.01. Regulation FD Disclosure.
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The
Company issued a press release on December 4, 2008. A copy of the
press
release is attached as Exhibit 99.1 hereto.
The
information in the press release is being furnished, not filed, pursuant
to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01
of
this Current Report, including Exhibit 99.1, will not be incorporated
by
reference into any registration statement filed by the Company under
the
Securities Act of 1933, as amended, unless specifically identified
therein
as being incorporated by reference.
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Item
9.01. Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
of Exhibit
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99.1
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Press
Release issued by Papa John’s International, Inc., dated December 4,
2008.
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SIGNATURES
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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
hereunto duly authorized.
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Papa
John's International, Inc.
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(Registrant)
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Date:
December 4, 2008
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By:/s/
J. David
Flanery
Name:
J. David Flanery
Senior
Vice President and
Chief
Financial Officer
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