As filed with the Securities and Exchange Commission on May 26, 2011

REGISTRATION NO. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		38-2511577
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

30 Frank Lloyd Wright Drive, Ann Arbor, Michigan 48106

(Address of Principal Executive Offices) (Zip code)

 

 

Domino’s Pizza Employee Stock Payroll Deduction Plan

(Full Titles of the Plan)

J. Patrick Doyle

President and Chief Executive Officer

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

(Name and Address of Agent for Service)

(734) 930-3030

(Telephone Number, including Area Code, of Agent for Service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Craig E. Marcus, Esq.		Kenneth B. Rollin Esq.
Ropes & Gray LLP		Domino’s Pizza, Inc.
One International Place		Executive Vice President & General Counsel
Boston, Massachusetts 02110		30 Frank Lloyd Wright Drive
Telephone: (617) 951-7000		Ann Arbor, Michigan 48106
Telecopy: (617) 951-7050		Telephone: (734) 930-3030
		Telecopy: (734) 327-8877

 

 

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.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered		Proposed maximum offering price per share(1)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $.01 per share		500,000 shares		$24.41		$12,205,000		$1,417

(1)

The offering price for the 500,000 shares of $24.41 per share has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) of the Securities Act of 1933 on the basis of the average high and low prices of Domino’s Pizza Inc. Common Stock, par value $.01 per share, as reported on the New York Stock Exchange on May 24, 2011.

 

 

 

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EXPLANATORY NOTE

This Registration Statement has been filed pursuant to General Instruction E on Form S-8 to register 500,000 additional shares of common stock to be offered pursuant to the Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan, as amended (the “Plan”), of Domino’s Pizza, Inc. (the “Company”). A registration statement on Form S-8 (No. 333-118486), filed with the Securities & Exchange Commission on August 23, 2004, to register 1,000,000 shares of common stock offered pursuant to the Plan is currently effective and is hereby incorporated herein by reference.

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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 Township of Ann Arbor, State of Michigan, on May 26, 2011.

 

Power of attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints J. Patrick Doyle and Michael T. Lawton, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and 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, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission as that attorney-in-fact may deem necessary or appropriate.

*        *        *         *        *

Pursuant to the requirements of 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/ J. Patrick Doyle		President, Chief Executive Officer (Principal Executive Officer) and Director		May 26, 2011
J. Patrick Doyle
/s/ Michael T. Lawton		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		May 26, 2011
Michael T. Lawton
/s/ David A. Brandon		Chairman of the Board and Director		May 26, 2011
David A. Brandon
/s/ Andrew B. Balson		Director		May 26, 2011
Andrew B. Balson
/s/ Diana F. Cantor		Director		May 26, 2011
Diana F. Cantor
/s/ Richard L. Federico		Director		May 26, 2011
Richard L. Federico
/s/ James A. Goldman		Director		May 26, 2011
James A. Goldman
/s/ Vernon “Bud” O. Hamilton		Director		May 26, 2011
Vernon “Bud” O. Hamilton
/s/ Gregory A. Trojan		Director		May 26, 2011
Gregory A. Trojan

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EXHIBIT INDEX

 

Exhibit		Description
5.1		Opinion of Ropes & Gray LLP.
23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24		Powers of Attorney (contained under Signatures and Power of Attorney).

Exhibit 5.1

 

May 26, 2011		Ropes & Gray LLP

 

 

Domino’s Pizza, Inc.

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 500,000 shares of Common Stock, $0.01 par value (the “Shares”), of Domino’s Pizza, Inc., a Delaware corporation (the “Company”), issuable under the Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan, as amended (the “Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law, including the statutory provisions and the reported judicial decisions interpreting those laws.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

 

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 1, 2011 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Domino’s Pizza, Inc.’s Annual Report on Form 10-K for the year ended January 2, 2011.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

May 26, 2011