<PAGE>

     As filed with the Securities and Exchange Commission on June 18, 2002

                                                     REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             AFC ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 Minnesota                                 58-2016606
(State or Other Jurisdiction of Incorporation           (I.R.S. Employer
             or Organization)                         Identification Number)

                       SIX CONCOURSE PARKWAY, SUITE 1700
                          ATLANTA, GEORGIA 30328-5352
   (Address, including zip code, of registrant's principal executive offices)

               AFC ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               GERALD J. WILKINS
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             AFC ENTERPRISES, INC.
                       SIX CONCOURSE PARKWAY, SUITE 1700
                          ATLANTA, GEORGIA 30328-5352
                                 (770) 391-9500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:

      ALLAN J. TANENBAUM, ESQ.                    JEFFREY M. STEIN, ESQ.
SENIOR VICE PRESIDENT, LEGAL AFFAIRS                 KING & SPALDING
  GENERAL COUNSEL AND SECRETARY                    191 PEACHTREE STREET
     AFC ENTERPRISES, INC.                       ATLANTA, GEORGIA 30303-1763
 SIX CONCOURSE PARKWAY, SUITE 1700                    (404) 572-4600
   ATLANTA, GEORGIA 30328-5352
         (770) 391-9500

<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                    Proposed
                                                                    Maximum
                                             Amount to be        Offering Price       Proposed Maximum               Amount of
Title of Securities to be Registered          Registered          Per Share (1)   Aggregate Offering Price (1)   Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
 <S>                                         <C>                 <C>              <C>                            <C>
 Common Stock, $.01 par value per share         750,000              $30.175               $22,631,250              $2,082.10
===================================================================================================================================
</TABLE>

(1)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(h), based upon the average of the high and
         low reported sales price of the Registrant's Common Stock on the
         Nasdaq National Market on June 14, 2002.


<PAGE>

         This Registration Statement on Form S-8 relates to seven hundred fifty
thousand (750,000) shares of common stock, par value $0.01 (the "Common
Stock"), of AFC Enterprises, Inc. (the "Company"), reserved for issuance
pursuant to the AFC Enterprises Inc. Employee Stock Purchase Plan (the "Plan").

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by the Company with
the Commission and are incorporated by reference into this Registration
Statement as of their respective dates:

                  (a)      The Company's Annual Report on Form 10-K for the
          year ended December 30, 2001;

                  (b)      The Company's Quarterly Report on Form 10-Q for the
          quarter ended April 21, 2002;

                  (c)      The Company's Current Report on Form 8-K dated April
          19, 2002;

                  (d)      The Company's Current Report on Form 8-K dated April
          25, 2002;

                  (e)      The Company's Current Report on Form 8-K dated May
          22, 2002; and

                  (f)      The description of the Company's Common Stock
         contained in the Company's Registration Statement on Form 8-A dated,
         February 21, 2001, including any amendment or report filed for the
         purpose of updating such description.

         All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

         Any statement contained in any document incorporated by reference or
deemed to be incorporated by reference into this Registration Statement shall
be deemed to be modified or superseded for purposes thereof to the extent that
a statement contained therein or in any other subsequently filed document that
is also incorporated or deemed to be incorporated therein by reference modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement.

         The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference in this registration statement its
report dated February 1, 2002, included in the Company's Annual Report for the
year ended December 30, 2001. Accordingly, Arthur Andersen will not be liable
to investors under Section 11(a) of the Securities Act because it has not
consented to being named as an expert in this registration statement, and
therefore such lack of consent may limit the recovery by investors from Arthur
Andersen.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


<PAGE>

         The Company's articles of incorporation provide that each of its
directors shall not be personally liable to it or its shareholders for monetary
damages for any breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under sections
302A.559 or 80A.23 of the Minnesota Business Corporation Act; (iv) for any
transaction from which the director derived an improper personal benefit; or
(v) for any act or omission occurring prior to the date when the articles of
incorporation became effective.

         The Company's articles of incorporation also provide that if the
Minnesota Business Corporation Act is amended to authorize any further
limitation of the liability of a director, then the liability of a director is
eliminated or limited to the fullest extent permitted by the amended act.
Further, the Company's bylaws provide that it shall indemnify its directors and
officers to the maximum extent permitted by the Minnesota Business Corporation
Act, Section 302A.521, as amended.

         Section 302A.521 of the Minnesota Business Corporation Act requires
the Company to indemnify a person made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person
with respect to the Company against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (i) has not been indemnified by
another organization or employee benefit plan for the same judgments,
penalties, fines, including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; (ii) acted in good faith; (iii) received no improper personal
benefit, and statutory procedure has been followed in the case of any conflict
of interest by a director; (iv) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (v) in the case of
acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of the Company, or in the case of performance
by a director, officer, employee or agent of the Company as a director,
officer, partner, trustee, employee or agent of another organization or
employee benefit plan, reasonably believed that the conduct was not opposed to
the best interests of the Company. In addition, Section 302A.521, subdivision 3
requires payment by the Company, upon written request, of reasonable expenses
in advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested board of directors
present at a meeting at which a disinterested quorum is present, or a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.

         The Company has also entered into indemnification agreements with each
of its directors and officers. The indemnification agreements may require it,
among other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors'
and officers' insurance if available on reasonable terms.

         The Company carries directors' and officers' liability insurance
covering its directors and officers.

         Insofar as indemnification for liabilities under the Securities Act
may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.  EXHIBITS.


                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                EXHIBIT               DESCRIPTION
                -------               -----------
                <S>                   <C>
                  4.1                 Form of Common Stock Certificate (filed as Exhibit 4.9 to the Company's
                                      Registration Statement on Form S-1 on November 13, 2001 and incorporated by
                                      reference).
                  4.2                 Article 3 of the Company's Articles of Incorporation, as amended (filed as
                                      Exhibit 3.1 to the Company's Registration Statement on Form S-1 on November 13,
                                      2001 and incorporated by reference).
                  4.3                 Articles II, V, VI and X of the Company's Amended and Restated Bylaws (filed
                                      as Exhibit 3.2 to the Company's Registration Statement on Form S-1 on
                                      November 13, 2001 and incorporated by reference).
                  5.1                 Opinion of Dorsey & Whitney LLP.
                 23.1                 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
                 24.1                 Powers of Attorney (included on signature page).
                 99.1                 AFC Enterprises, Inc. Employee Stock Purchase Plan.
</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not
                                    exceed that which was registered) and any
                                    deviation from the low or high end of the
                                    estimated maximum offering range may be
                                    reflected in the form of prospectus filed
                                    with the Commission pursuant to Rule 424(b)
                                    if, in the aggregate, the changes in volume
                                    and price represent no more than a 20
                                    percent change in the maximum aggregate
                                    offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective registration statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by
                           those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Securities Exchange Act of 1934
                           that are incorporated by reference in the
                           Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           Registration Statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.


                                      -3-
<PAGE>

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the Registrant's Annual Report
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's Annual Report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the Registrant pursuant
                  to the foregoing provisions, or otherwise, the Registrant has
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director,
                  officer or controlling person of the Registrant in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  Registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed
                  in the Act and will be governed by the final adjudication of
                  such issue.


                                      -4-
<PAGE>

                                   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 Atlanta, State of
Georgia on this 18th day of June 2002.


                           AFC ENTERPRISES, INC.


                           By: /s/ Frank J. Belatti
                              -------------------------------------------------
                              Frank J. Belatti
                              Chairman of the Board and Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank J. Belatti and Gerald J Wilkins
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such persons and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same with all
Exhibits thereto and other 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 to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and 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 by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                          Title                                        Date
---------                                          -----                                        ----
<S>                                                <C>                                          <C>



/s/ Frank J. Belatti                               Chairman of the Board and Chief Executive    June 18, 2002
--------------------------------------------       Officer (Principal Executive Officer)
Frank J. Belatti



/s/ Dick R. Holbrook                               President, Chief Operating Officer and       June 18, 2002
--------------------------------------------       Director
Dick R. Holbrook



/s/ Gerald J. Wilkins                              Executive Vice President, Chief Financial    June 18, 2002
--------------------------------------------       Officer and Director (Principal Financial
Gerald J. Wilkins                                  and Accounting Officer)




/s/ Victor Arias, Jr.                              Director                                     June 18, 2002
--------------------------------------------
Victor Arias, Jr.



/s/ Carolyn Hogan Byrd                             Director                                     June 18, 2002
--------------------------------------------
Carolyn Hogan Byrd



                                                   Director
--------------------------------------------
Matt L. Figel
</TABLE>


                                      -5-
<PAGE>

<TABLE>
<CAPTION>
Signature                                          Title                                        Date
---------                                          -----                                        ----
<S>                                                <C>                                          <C>



                                                   Director
--------------------------------------------
R. William Ide, III


/s/ Kelvin J. Pennington                           Director                                     June 18, 2002
--------------------------------------------
Kelvin J. Pennington


                                                   Director
--------------------------------------------
John M. Roth


                                                   Director
--------------------------------------------
Ronald P. Spogli


                                                   Director
--------------------------------------------
Peter Starrett
</TABLE>


                                      -6-
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit     Description
--------    ------------
<S>         <C>

  4.1       Form of Common Stock Certificate (filed as Exhibit 4.9
            to the Company's Registration Statement on Form S-1 on
            November 13, 2001 and incorporated by reference).
  4.2       Article 3 of the Company's Articles of Incorporation,
            as amended (filed as Exhibit 3.1 to the Company's
            Registration Statement on Form S-1 on November 13, 2001
            and incorporated by reference).
  4.3       Articles II, V, VI and X of the Company's Amended and
            Restated Bylaws (filed as Exhibit 3.2 to the Company's
            Registration Statement on Form S-1 on November 13, 2001
            and incorporated by reference).
  5.1       Opinion of Dorsey & Whitney LLP.
 23.1       Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
 24.1       Power of Attorney (included on signature page).
 99.1       AFC Enterprises, Inc. Employee Stock Purchase Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g76889sv8.txt", "description": "AFC ENTERPRISES, INC.", "secsgml_size_bytes": 24976}]
{"company-data": {"conformed-name": "AFC ENTERPRISES INC", "cik": "0001041379", "assigned-sic": "5812", "irs-number": "582016606", "state-of-incorporation": "MN", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90706", "film-number": "02681484"}, "business-address": {"street1": "SIX CONCOUSE PARKWAY SUITE 1700", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7703919500"}, "mail-address": {"street1": "SIX CONCOUSE PARKWAY SUITE 1700", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on June 18, 2002

                                                     REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             AFC ENTERPRISES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 Minnesota                                 58-2016606
(State or Other Jurisdiction of Incorporation           (I.R.S. Employer
             or Organization)                         Identification Number)

                       SIX CONCOURSE PARKWAY, SUITE 1700
                          ATLANTA, GEORGIA 30328-5352
   (Address, including zip code, of registrant's principal executive offices)

               AFC ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               GERALD J. WILKINS
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                             AFC ENTERPRISES, INC.
                       SIX CONCOURSE PARKWAY, SUITE 1700
                          ATLANTA, GEORGIA 30328-5352
                                 (770) 391-9500
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:

      ALLAN J. TANENBAUM, ESQ.                    JEFFREY M. STEIN, ESQ.
SENIOR VICE PRESIDENT, LEGAL AFFAIRS                 KING & SPALDING
  GENERAL COUNSEL AND SECRETARY                    191 PEACHTREE STREET
     AFC ENTERPRISES, INC.                       ATLANTA, GEORGIA 30303-1763
 SIX CONCOURSE PARKWAY, SUITE 1700                    (404) 572-4600
   ATLANTA, GEORGIA 30328-5352
         (770) 391-9500
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                    Proposed
                                                                    Maximum
                                             Amount to be        Offering Price       Proposed Maximum               Amount of
Title of Securities to be Registered          Registered          Per Share (1)   Aggregate Offering Price (1)   Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share         750,000              $30.175               $22,631,250              $2,082.10
===================================================================================================================================
(1)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(h), based upon the average of the high and
         low reported sales price of the Registrant's Common Stock on the
         Nasdaq National Market on June 14, 2002.
This Registration Statement on Form S-8 relates to seven hundred fifty
thousand (750,000) shares of common stock, par value $0.01 (the "Common
Stock"), of AFC Enterprises, Inc. (the "Company"), reserved for issuance
pursuant to the AFC Enterprises Inc. Employee Stock Purchase Plan (the "Plan").

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by the Company with
the Commission and are incorporated by reference into this Registration
Statement as of their respective dates:

                  (a)      The Company's Annual Report on Form 10-K for the
          year ended December 30, 2001;

                  (b)      The Company's Quarterly Report on Form 10-Q for the
          quarter ended April 21, 2002;

                  (c)      The Company's Current Report on Form 8-K dated April
          19, 2002;

                  (d)      The Company's Current Report on Form 8-K dated April
          25, 2002;

                  (e)      The Company's Current Report on Form 8-K dated May
          22, 2002; and

                  (f)      The description of the Company's Common Stock
         contained in the Company's Registration Statement on Form 8-A dated,
         February 21, 2001, including any amendment or report filed for the
         purpose of updating such description.

         All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

         Any statement contained in any document incorporated by reference or
deemed to be incorporated by reference into this Registration Statement shall
be deemed to be modified or superseded for purposes thereof to the extent that
a statement contained therein or in any other subsequently filed document that
is also incorporated or deemed to be incorporated therein by reference modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement.

         The Company was unable to obtain the written consent of Arthur
Andersen LLP to incorporate by reference in this registration statement its
report dated February 1, 2002, included in the Company's Annual Report for the
year ended December 30, 2001. Accordingly, Arthur Andersen will not be liable
to investors under Section 11(a) of the Securities Act because it has not
consented to being named as an expert in this registration statement, and
therefore such lack of consent may limit the recovery by investors from Arthur
Andersen.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's articles of incorporation provide that each of its
directors shall not be personally liable to it or its shareholders for monetary
damages for any breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under sections
302A.559 or 80A.23 of the Minnesota Business Corporation Act; (iv) for any
transaction from which the director derived an improper personal benefit; or
(v) for any act or omission occurring prior to the date when the articles of
incorporation became effective.

         The Company's articles of incorporation also provide that if the
Minnesota Business Corporation Act is amended to authorize any further
limitation of the liability of a director, then the liability of a director is
eliminated or limited to the fullest extent permitted by the amended act.
Further, the Company's bylaws provide that it shall indemnify its directors and
officers to the maximum extent permitted by the Minnesota Business Corporation
Act, Section 302A.521, as amended.

         Section 302A.521 of the Minnesota Business Corporation Act requires
the Company to indemnify a person made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person
with respect to the Company against judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with
the proceeding, if, with respect to the acts or omissions of the person
complained of in the proceeding, such person (i) has not been indemnified by
another organization or employee benefit plan for the same judgments,
penalties, fines, including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding with respect to the same acts or
omissions; (ii) acted in good faith; (iii) received no improper personal
benefit, and statutory procedure has been followed in the case of any conflict
of interest by a director; (iv) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (v) in the case of
acts or omissions occurring in the person's performance in the official
capacity of director or, for a person not a director, in the official capacity
of officer, committee member, employee or agent, reasonably believed that the
conduct was in the best interests of the Company, or in the case of performance
by a director, officer, employee or agent of the Company as a director,
officer, partner, trustee, employee or agent of another organization or
employee benefit plan, reasonably believed that the conduct was not opposed to
the best interests of the Company. In addition, Section 302A.521, subdivision 3
requires payment by the Company, upon written request, of reasonable expenses
in advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested board of directors
present at a meeting at which a disinterested quorum is present, or a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.

         The Company has also entered into indemnification agreements with each
of its directors and officers. The indemnification agreements may require it,
among other things, to indemnify its directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors'
and officers' insurance if available on reasonable terms.

         The Company carries directors' and officers' liability insurance
covering its directors and officers.

         Insofar as indemnification for liabilities under the Securities Act
may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Inapplicable.

ITEM 8.  EXHIBITS.

                                      -2-
EXHIBIT               DESCRIPTION
                -------               -----------
4.1                 Form of Common Stock Certificate (filed as Exhibit 4.9 to the Company's
                                      Registration Statement on Form S-1 on November 13, 2001 and incorporated by
                                      reference).
                  4.2                 Article 3 of the Company's Articles of Incorporation, as amended (filed as
                                      Exhibit 3.1 to the Company's Registration Statement on Form S-1 on November 13,
                                      2001 and incorporated by reference).
                  4.3                 Articles II, V, VI and X of the Company's Amended and Restated Bylaws (filed
                                      as Exhibit 3.2 to the Company's Registration Statement on Form S-1 on
                                      November 13, 2001 and incorporated by reference).
                  5.1                 Opinion of Dorsey & Whitney LLP.
                 23.1                 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
                 24.1                 Powers of Attorney (included on signature page).
                 99.1                 AFC Enterprises, Inc. Employee Stock Purchase Plan.
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not
                                    exceed that which was registered) and any
                                    deviation from the low or high end of the
                                    estimated maximum offering range may be
                                    reflected in the form of prospectus filed
                                    with the Commission pursuant to Rule 424(b)
                                    if, in the aggregate, the changes in volume
                                    and price represent no more than a 20
                                    percent change in the maximum aggregate
                                    offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective registration statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                           provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the information required
                           to be included in a post-effective amendment by
                           those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Securities Exchange Act of 1934
                           that are incorporated by reference in the
                           Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           Registration Statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

                                      -3-
(b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act of 1933, each filing of the Registrant's Annual Report
                  pursuant to Section 13(a) or 15(d) of the Securities Exchange
                  Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's Annual Report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial
                  bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors,
                  officers and controlling persons of the Registrant pursuant
                  to the foregoing provisions, or otherwise, the Registrant has
                  been advised that in the opinion of the Securities and
                  Exchange Commission such indemnification is against public
                  policy as expressed in the Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director,
                  officer or controlling person of the Registrant in the
                  successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  Registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed
                  in the Act and will be governed by the final adjudication of
                  such issue.

                                      -4-
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 Atlanta, State of
Georgia on this 18th day of June 2002.

                           AFC ENTERPRISES, INC.

                           By: /s/ Frank J. Belatti
                              -------------------------------------------------
                              Frank J. Belatti
                              Chairman of the Board and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank J. Belatti and Gerald J Wilkins
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such persons and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same with all
Exhibits thereto and other 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 to perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and 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 by the following persons
in the capacities and on the dates indicated.
Signature                                          Title                                        Date
---------                                          -----                                        ----
/s/ Frank J. Belatti                               Chairman of the Board and Chief Executive    June 18, 2002
--------------------------------------------       Officer (Principal Executive Officer)
Frank J. Belatti

/s/ Dick R. Holbrook                               President, Chief Operating Officer and       June 18, 2002
--------------------------------------------       Director
Dick R. Holbrook

/s/ Gerald J. Wilkins                              Executive Vice President, Chief Financial    June 18, 2002
--------------------------------------------       Officer and Director (Principal Financial
Gerald J. Wilkins                                  and Accounting Officer)

/s/ Victor Arias, Jr.                              Director                                     June 18, 2002
--------------------------------------------
Victor Arias, Jr.

/s/ Carolyn Hogan Byrd                             Director                                     June 18, 2002
--------------------------------------------
Carolyn Hogan Byrd

                                                   Director
--------------------------------------------
Matt L. Figel
-5-
Signature                                          Title                                        Date
---------                                          -----                                        ----
Director
--------------------------------------------
R. William Ide, III

/s/ Kelvin J. Pennington                           Director                                     June 18, 2002
--------------------------------------------
Kelvin J. Pennington

                                                   Director
--------------------------------------------
John M. Roth

                                                   Director
--------------------------------------------
Ronald P. Spogli

                                                   Director
--------------------------------------------
Peter Starrett
-6-
EXHIBIT INDEX
Exhibit     Description
--------    ------------
4.1       Form of Common Stock Certificate (filed as Exhibit 4.9
            to the Company's Registration Statement on Form S-1 on
            November 13, 2001 and incorporated by reference).
  4.2       Article 3 of the Company's Articles of Incorporation,
            as amended (filed as Exhibit 3.1 to the Company's
            Registration Statement on Form S-1 on November 13, 2001
            and incorporated by reference).
  4.3       Articles II, V, VI and X of the Company's Amended and
            Restated Bylaws (filed as Exhibit 3.2 to the Company's
            Registration Statement on Form S-1 on November 13, 2001
            and incorporated by reference).
  5.1       Opinion of Dorsey & Whitney LLP.
 23.1       Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
 24.1       Power of Attorney (included on signature page).
 99.1       AFC Enterprises, Inc. Employee Stock Purchase Plan.