<PAGE>

   As filed with the Securities and Exchange Commission on September 3, 1999
                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                ---------------


                        PAPA JOHN'S INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                          <C>


          Delaware                                      61-1203323
   (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
 of Incorporation or Organization)
</TABLE>

                          2002 Papa John's Boulevard
                          Louisville, Kentucky 40299
           (Address of Principal Executive Offices) (Zip Code)

                                ---------------

                        PAPA JOHN'S INTERNATIONAL, INC.
                      1993 STOCK OWNERSHIP INCENTIVE PLAN
                           (Full Title of the Plan)
                                ---------------

<TABLE>
<S>                                                              <C>

                 Charles W. Schnatter                                         Copies to:
 Senior Vice President, Secretary and General Counsel                        June N. King
           Papa John's International, Inc.                         Greenebaum Doll & McDonald PLLC
              2002 Papa John's Boulevard                               3300 National City Tower
              Louisville, Kentucky 40299                              Louisville, Kentucky 40202
                    (502) 266-5200                                          (502) 589-4200
</TABLE>
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                ---------------


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================================
        Title of                  Amount                Proposed                Proposed maximum               Amount of
       securities                 to be          maximum offering price             aggregate                registration
    to be registered            registered            per share(1)              offering price(1)                 fee
------------------------------------------------------------------------------------------------------------------------------
    <S>                        <C>                   <C>                      <C>                            <C>

    Common Stock,                1,662,500
   par value $.01                  shares                $39.10                     $65,003,750                   $18,072
==============================================================================================================================
</TABLE>

  (1)  Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the high and low prices
per share as reported on the National Association of Securities Dealers -
National Market System on August 30, 1999.
===============================================================================
<PAGE>

                                    PART I


                    INFORMATION REQUIRED IN THE PROSPECTUS

  The information required by Part I of Form S-8 is included in documents to be
given to the recipient of the securities registered hereby in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Papa John's International, Inc. ("Registrant" or the "Company") previously
filed a Registration Statement ("First Registration Statement") on Form S-8
(Reg. No. 33-67472) covering 1,237,500 shares of Registrant's Common Stock
issuable pursuant to the Papa John's International, Inc. 1993 Stock Ownership
Incentive Plan (the "Plan"), a second registration statement ("Second
Registration Statement") on Form S-8 (Reg. No. 333-16447) covering 2,250,000
shares of Registrant's Common Stock issuable pursuant to the Plan and a third
registration statement ("Third Registration Statement") on Form S-8 (Reg. No.
333-27823) covering 1,250,000 shares of Registrant's Common Stock issuable
pursuant to the Plan. This Registration Statement is being filed for the purpose
of registering 1,662,500 additional shares of Registrant's Common Stock for
issuance under the Plan.   Pursuant to General Instruction E of Form S-8, the
contents of the First Registration Statement, Second Registration Statement and
Third Registration Statement are incorporated by reference into this
Registration Statement.

Item 8.  Exhibits.

  The following exhibits are filed as part of this Registration Statement:

     4.1  Registrant's Amended and Restated Certificate of Incorporation.
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
33-61366) is incorporated herein by reference.

     4.2  Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation.  Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.

     4.3  Registrant's Restated By-Laws.  Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.

     5.   Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.

     23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

     23.2 Consent of Ernst & Young LLP.

     24.  Powers of Attorney (included on signature page of the Registration
Statement).
                                      -2-
<PAGE>

                                 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 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 Louisville, Commonwealth of Kentucky, on September 3,
1999.

                            PAPA JOHN'S INTERNATIONAL, INC.


                            By:    /s/ Charles W. Schnatter
                                --------------------------------------------
                                Charles W. Schnatter
                            Senior Vice President, Secretary and General Counsel


                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles W. Schnatter and E. Drucilla Milby and each of
them such individual's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such individual and in his or her
name, place and stead, in any and all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement and any
registration statement related to the offering contemplated by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission
and any State or other regulatory authority, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  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.
<TABLE>
<CAPTION>

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


/s/ John H. Schnatter                 Chairman, Chief Executive Officer and      September 3, 1999
--------------------------               Director (Principal Executive Officer)
John H. Schnatter


/s/ Charles W. Schnatter              Senior Vice President, Secretary,          September 3, 1999
--------------------------              General Counsel and Director
Charles W. Schnatter


/s/ Blaine E. Hurst                   Vice Chairman, President and Director      September 3, 1999
--------------------------
</TABLE>

                                      -3-
<PAGE>

Blaine E. Hurst
<TABLE>
<CAPTION>
<S>                                   <C>                                              <C>
/s/ E. Drucilla Milby                 Senior Vice President, Chief Financial Officer   September 3, 1999
-------------------------               and Treasurer (Principal Financial Officer)
E. Drucilla Milby


/s/ J. David Flanery                  Vice President and Corporate Controller          September 3, 1999
-------------------------               (Principal Accounting Officer)
J. David Flanery


/s/ O. Wayne Gaunce                   Director                                         September 3, 1999
-------------------------
O. Wayne Gaunce


/s/ Jack A. Laughery                  Director                                         September 3, 1999
-------------------------
Jack A. Laughery


/s/ Michael W. Pierce                 Director                                         September 3, 1999
------------------------
Michael W. Pierce


/s/ Richard F. Sherman                Director                                         September 3, 1999
------------------------
Richard F. Sherman
</TABLE>







                                                 4
<PAGE>

                                 EXHIBIT INDEX

  4.1  Registrant's Amended and Restated Certificate of Incorporation.  Exhibit
3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-61366)
is incorporated herein by reference.

  4.2  Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation.  Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.

  4.3  Registrant's Restated By-Laws.  Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.

  5.   Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.

  23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

  23.2 Consent of Ernst & Young LLP.

  24.  Powers of Attorney (included on signature page of the Registration
Statement).



                                5
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{"company-data": {"conformed-name": "PAPA JOHNS INTERNATIONAL INC", "cik": "0000901491", "assigned-sic": "5812", "irs-number": "611203323", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86537", "film-number": "99706236"}, "business-address": {"street1": "11492 BLUEGRASS PKWY", "street2": "STE 175", "city": "LOUISVILLE", "state": "KY", "zip": "40299", "phone": "5022665200"}, "mail-address": {"street1": "P O BOX 99900", "city": "LOUISVILLE", "state": "KY", "zip": "40269-9990"}}
As filed with the Securities and Exchange Commission on September 3, 1999
                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                        PAPA JOHN'S INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)
Delaware                                      61-1203323
   (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
 of Incorporation or Organization)
2002 Papa John's Boulevard
                          Louisville, Kentucky 40299
           (Address of Principal Executive Offices) (Zip Code)

                                ---------------

                        PAPA JOHN'S INTERNATIONAL, INC.
                      1993 STOCK OWNERSHIP INCENTIVE PLAN
                           (Full Title of the Plan)
                                ---------------
Charles W. Schnatter                                         Copies to:
 Senior Vice President, Secretary and General Counsel                        June N. King
           Papa John's International, Inc.                         Greenebaum Doll & McDonald PLLC
              2002 Papa John's Boulevard                               3300 National City Tower
              Louisville, Kentucky 40299                              Louisville, Kentucky 40202
                    (502) 266-5200                                          (502) 589-4200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                ---------------

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================================
        Title of                  Amount                Proposed                Proposed maximum               Amount of
       securities                 to be          maximum offering price             aggregate                registration
    to be registered            registered            per share(1)              offering price(1)                 fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock,                1,662,500
   par value $.01                  shares                $39.10                     $65,003,750                   $18,072
==============================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee.
This estimate has been calculated in accordance with Rule 457 under the
Securities Act of 1933 and is based on the average of the high and low prices
per share as reported on the National Association of Securities Dealers -
National Market System on August 30, 1999.
===============================================================================
PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

  The information required by Part I of Form S-8 is included in documents to be
given to the recipient of the securities registered hereby in accordance with
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Papa John's International, Inc. ("Registrant" or the "Company") previously
filed a Registration Statement ("First Registration Statement") on Form S-8
(Reg. No. 33-67472) covering 1,237,500 shares of Registrant's Common Stock
issuable pursuant to the Papa John's International, Inc. 1993 Stock Ownership
Incentive Plan (the "Plan"), a second registration statement ("Second
Registration Statement") on Form S-8 (Reg. No. 333-16447) covering 2,250,000
shares of Registrant's Common Stock issuable pursuant to the Plan and a third
registration statement ("Third Registration Statement") on Form S-8 (Reg. No.
333-27823) covering 1,250,000 shares of Registrant's Common Stock issuable
pursuant to the Plan. This Registration Statement is being filed for the purpose
of registering 1,662,500 additional shares of Registrant's Common Stock for
issuance under the Plan.   Pursuant to General Instruction E of Form S-8, the
contents of the First Registration Statement, Second Registration Statement and
Third Registration Statement are incorporated by reference into this
Registration Statement.

Item 8.  Exhibits.

  The following exhibits are filed as part of this Registration Statement:

     4.1  Registrant's Amended and Restated Certificate of Incorporation.
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No.
33-61366) is incorporated herein by reference.

     4.2  Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation.  Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.

     4.3  Registrant's Restated By-Laws.  Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.

     5.   Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.

     23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

     23.2 Consent of Ernst & Young LLP.

     24.  Powers of Attorney (included on signature page of the Registration
Statement).
                                      -2-
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 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 Louisville, Commonwealth of Kentucky, on September 3,
1999.

                            PAPA JOHN'S INTERNATIONAL, INC.

                            By:    /s/ Charles W. Schnatter
                                --------------------------------------------
                                Charles W. Schnatter
                            Senior Vice President, Secretary and General Counsel

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles W. Schnatter and E. Drucilla Milby and each of
them such individual's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such individual and in his or her
name, place and stead, in any and all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement and any
registration statement related to the offering contemplated by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission
and any State or other regulatory authority, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  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/ John H. Schnatter                 Chairman, Chief Executive Officer and      September 3, 1999
--------------------------               Director (Principal Executive Officer)
John H. Schnatter

/s/ Charles W. Schnatter              Senior Vice President, Secretary,          September 3, 1999
--------------------------              General Counsel and Director
Charles W. Schnatter

/s/ Blaine E. Hurst                   Vice Chairman, President and Director      September 3, 1999
--------------------------
-3-
Blaine E. Hurst
/s/ E. Drucilla Milby                 Senior Vice President, Chief Financial Officer   September 3, 1999
-------------------------               and Treasurer (Principal Financial Officer)
E. Drucilla Milby

/s/ J. David Flanery                  Vice President and Corporate Controller          September 3, 1999
-------------------------               (Principal Accounting Officer)
J. David Flanery

/s/ O. Wayne Gaunce                   Director                                         September 3, 1999
-------------------------
O. Wayne Gaunce

/s/ Jack A. Laughery                  Director                                         September 3, 1999
-------------------------
Jack A. Laughery

/s/ Michael W. Pierce                 Director                                         September 3, 1999
------------------------
Michael W. Pierce

/s/ Richard F. Sherman                Director                                         September 3, 1999
------------------------
Richard F. Sherman
4
EXHIBIT INDEX

  4.1  Registrant's Amended and Restated Certificate of Incorporation.  Exhibit
3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-61366)
is incorporated herein by reference.

  4.2  Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation.  Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.

  4.3  Registrant's Restated By-Laws.  Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.

  5.   Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.

  23.1 Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

  23.2 Consent of Ernst & Young LLP.

  24.  Powers of Attorney (included on signature page of the Registration
Statement).

                                5