As filed with the Securities and Exchange Commission on August 11, 2010

Registration No. 333-_____

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

PANERA BREAD COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware		04-2723701
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
6710 Clayton Road
Richmond Heights, MO		63117
(Address of Principal Executive Offices)		(Zip Code)

2006 Stock Incentive Plan
1992 Employee Stock Purchase Plan
(Full Title of the Plan)

William W. Moreton
President and Chief Executive Officer
Panera Bread Company
6710 Clayton Road
Richmond Heights, MO 63117
(Name and Address of Agent For Service)
(314) 633-7100
(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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Proposed Maximum

Amount of

Title of Securities to be

Amount to be

Maximum Offering

Aggregate Offering

Registration

Registered

Registered (1)

Price Per Share (3)

Price (3)

Fee

Class A Common Stock, $0.0001 par value per share

925,000 shares (2)

$

75.79

$

70,105,750

$

4,999

 

 

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 incorporates by reference the contents of the following Registration Statements on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission:

(1) File No. 333-134460, filed on May 25, 2006, relating to the Registrant’s 2006 Stock Incentive Plan; and

(2) File No. 333-143277, filed on May 25, 2007, File No. 333-31857, filed on July 23, 1997, and File No. 333-46683, filed on March 26, 1992, relating to the Registrant’s 1992 Employee Stock Purchase Plan.

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Needham, Commonwealth of Massachusetts, on this 11th day of August, 2010.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Panera Bread Company, hereby severally constitute and appoint William W. Moreton and Jeffrey W. Kip, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Panera Bread Company to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ William W. Moreton   William W. Moreton		President, Chief Executive Officer and Director (Principal Executive Officer)		August 11, 2010
/s/ Jeffrey W. Kip   Jeffrey W. Kip		Senior Vice President, Chief Financial Officer (Principal Financial Officer)		August 11, 2010
/s/ Mark D. Wooldridge   Mark D. Wooldridge		Assistance Controller (Principal Accounting Officer)		August 11, 2010
/s/ Ronald M. Shaich   Ronald M. Shaich		Executive Chairman		August 11, 2010
/s/ Charles J. Chapman, III   Charles J. Chapman, III		Director		August 11, 2010
/s/ Domenic Colasacco   Domenic Colasacco		Director		August 11, 2010
/s/ Fred K. Foulkes   Fred K. Foulkes		Director		August 11, 2010
/s/ Larry J. Franklin   Larry J. Franklin		Director		August 11, 2010
/s/ Thomas E. Lynch   Thomas E. Lynch		Director		August 11, 2010

INDEX TO EXHIBITS

Number				Description
	4.1			Certificate of Incorporation of the Registrant, as amended through June 7, 2002 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended July 13, 2002 (File No. 0-19253), as filed with the Commission on August 26, 2002 and incorporated herein by reference).
	4.2			Amended and Restated Bylaws of the Registrant, as amended through March 9, 2006 (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 0-19253), as filed with the Commission on March 15, 2006 and incorporated herein by reference).
	5.1			Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant.
	23.1			Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
	23.2			Consent of the Registrant’s Independent Registered Public Accounting Firm.
	24			Power of Attorney (included on the signature page of this registration statement).