As filed with the Securities and Exchange Commission on March 27, 2017
Registration Nos.
333-204613
333-137087
333-98867
333-90706
333-81404
333-56444
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (NO.
333-204613)
POST-EFFECTIVE AMENDMENT NO. 1 (NO.
333-137087)
POST-EFFECTIVE AMENDMENT NO. 1 (NO.
333-98867)
POST-EFFECTIVE AMENDMENT NO. 1 (NO.
333-90706)
POST-EFFECTIVE AMENDMENT NO. 1 (NO.
333-81404)
POST-EFFECTIVE AMENDMENT NO. 1 (NO.
333-56444)
TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Popeyes Louisiana Kitchen, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
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58-2016606
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(State or other jurisdiction of
incorporation)
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(IRS Employer
Identification No.)
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400 Perimeter Center Terrace, Suite 1000
Atlanta, Georgia 30346
(404)
459-4450
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Popeyes Louisiana Kitchen, Inc. 2015 Incentive Plan
AFC Enterprises, Inc. 2006 Incentive Stock Plan
AFC Enterprises, Inc. 2002 Incentive Stock Plan
AFC Enterprises, Inc. Employee Stock Purchase Plan
AFC Enterprises, Inc. Deferred Compensation Plan
AFC Enterprises, Inc. 1992 Stock Option Plan
AFC Enterprises, Inc. 1996 Nonqualified Performance Stock Option Plan-Executive
AFC Enterprises, Inc. 1996 Nonqualified Performance Stock Option Plan-General
AFC Enterprises, Inc. 1996 Nonqualified Stock Option Plan
AFC Enterprises, Inc. Substitute Nonqualified Stock Option Plan
(Full titles of plans)
With a
copy to:
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Harold M. Cohen
General Counsel, Chief Administrative Officer and
Corporate Secretary
Popeyes Louisiana Kitchen, Inc.
400 Perimeter Center Terrace, Suite 1000,
Atlanta, Georgia 30346
(404)
459-4450
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Kara L. MacCullough, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard Suite 2000
Fort Lauderdale, FL 33301
(954)
765-0500
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(Name, Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent for Service)
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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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2
of the Exchange Act. (Check
one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (do not check if a smaller reporting company)
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Smaller reporting company
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☐
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the Amendments) are being filed by Popeyes Louisiana Kitchen, Inc. (the Company)
(f/k/a AFC Enterprises, Inc.) to withdraw and remove from registration all shares of the Companys common stock, $0.01 par value per share (the Shares) remaining unissued and unsold under the following Registration Statements on
Form
S-8
(each a Registration Statement, and collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission (the SEC):
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Registration Statement
No. 333-204613
filed with the SEC on June 1, 2015, registering the offer and sale of an aggregate of 3,029,000 Shares, issuable under the Popeyes
Louisiana Kitchen, Inc. 2015 Incentive Plan;
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Registration Statement
No. 333-137087
filed with the SEC on September 1, 2006, registering the offer and sale of an aggregate of 3,298,985 Shares, issuable under the AFC
Enterprises, Inc. 2006 Incentive Stock Plan;
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Registration Statement
No. 333-98867
filed with the SEC on August 28, 2002, registering the offer and sale of an aggregate of 4,500,000 Shares, issuable under the AFC
Enterprises, Inc. 2002 Incentive Stock Plan;
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Registration Statement
No. 333-90706
filed with the SEC on June 18, 2002, registering the offer and sale of an aggregate of 750,000 Shares, issuable under the AFC
Enterprises, Inc. Employee Stock Purchase Plan;
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Registration Statement
No. 333-81404
filed with the SEC on January 25, 2002, registering an aggregate of $5,000,000 of deferred compensation obligations arising under
the AFC Enterprises, Inc. Deferred Compensation Plan; and
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Registration Statement
No. 333-56444
filed with the SEC on March 2, 2001, registering the offer and sale of (i) 1,091,804 Shares issuable pursuant to AFC Enterprises,
Inc. 1992 Stock Option Plan, (ii) 1,004,992 Shares issuable pursuant to AFC Enterprises, Inc. 1996 Nonqualified Performance Stock Option Plan-Executive, (iii) 527,412 Shares issuable pursuant to AFC Enterprises, Inc. 1996 Nonqualified Performance
Stock Option Plan-General, (iv) 4,055,422 Shares issuable pursuant to AFC Enterprises, Inc. 1996 Nonqualified Stock Option Plan, and (v) 319,575 Shares issuable pursuant to AFC Enterprises, Inc. Substitute Nonqualified Stock Option Plan.
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On February 22, 2017, the Company entered into an Agreement and Plan of Merger (the Merger Agreement),
dated as of February 21, 2017, with Restaurant Brands International Inc., a corporation existing under the laws of Canada (Parent), Restaurant Brands Holdings Corporation, a corporation existing under the laws of Canada
(Intermediate Parent), and Orange, Inc., a Minnesota corporation and an indirect subsidiary of Parent (Sub).
Pursuant to the Merger Agreement, on February 27, 2017, Sub commenced a tender offer (the Offer) to acquire all of the
outstanding Shares for $79.00 per Share (the Offer Price) in cash, net of applicable withholding taxes and without interest, upon the terms and subject to conditions set forth in the offer to purchase, the related letter of transmittal
and other related materials, each dated February 27, 2017 and in each case as amended or supplemented from time to time.
The Offer
expired at one minute following 11:59 p.m. (12:00 midnight), Eastern time, on March 24, 2017. All Offer conditions were satisfied. As a result of (i) Subs acceptance of the Shares validly tendered in the Offer and (ii) the
issuance by the Company of Shares to Sub (pursuant to Subs decision to exercise the option irrevocably granted to Sub (the Top-Up Option) to purchase additional Shares, at a price per share equal to the Offer Price and on the terms
and subject to the conditions set forth in the Merger Agreement), Sub acquired a sufficient number of Shares to complete the merger of Sub with and into the Company with the Company continuing as the surviving corporation in the merger (the
Merger) without a vote of the shareholders of the Company pursuant to Section 302A.621 of the Minnesota Business Corporation Act, as amended (the MBCA). Accordingly, following the consummation of the Offer, Parent and Sub
effected the Merger pursuant to Section 302A.621 of the MBCA, with the Company continuing as the surviving corporation in the Merger and thereby becoming an indirect, wholly-owned subsidiary of Parent. In the Merger, each Share (other than Shares
(i) issued and outstanding immediately prior to the time at which the Merger became effective (the Effective Time) that were directly owned by Sub at the Effective Time (including all Shares accepted for payment pursuant to the
Offer, whether or not such Shares were registered in the name of Sub or any of its affiliates) or by any subsidiary of the Company and (ii) as to which dissenters rights have been perfected (and not withdrawn) in accordance with
applicable law)) that was issued and outstanding immediately prior to the consummation of the Merger was converted into the right to receive the Offer Price.
As a result of the Merger, the offerings of the Companys Shares pursuant to the
Registration Statements have been terminated. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold
at the termination of the offerings, the Company files these Amendments to terminate the effectiveness of the Registration Statements and to remove from registration all of the Shares registered but unsold under the Registration Statements as of the
date hereof, if any.
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 the Post Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 27 day of March, 2017.
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Popeyes Louisiana Kitchen, Inc.
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By:
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/s/ Harold M. Cohen
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Name:
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Harold M. Cohen
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Title:
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General Counsel, Chief Administrative Officer and Corporate Secretary
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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