<PAGE>

    As filed with the Securities and Exchange Commission on January 25, 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 issuer as specified in its charter)

           Minnesota                                     58-2016606
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                        Six Concourse Parkway, Suite 1700
                           Atlanta, Georgia 30328-5352
               (Address of Principal Executive Offices) (Zip Code)


                AFC ENTERPRISES, INC. DEFERRED COMPENSATION 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)




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================

                                                              Proposed        Proposed maximum
       Title of securities             Amount to be            maximum           aggregate               Amount of
        to be registered                registered         offering price      offering price        registration fee
                                                              per share
=======================================================================================================================
      <S>                             <C>                  <C>                <C>                    <C>
      Deferred Compensation           $5,000,000 (2)            100%              $5,000,000          $460.00
         Obligations (1)
=======================================================================================================================
</TABLE>

     (1)  The Deferred Compensation Obligations are unsecured obligations of the
          Registrant to pay deferred Compensation to participants in the AFC
          Enterprises, Inc. Deferred Compensation Plan.

     (2)  Solely for purposes of calculating the registration fee pursuant to
          Rule 457(h), the amount of securities registered is based on an
          estimate of the amount of compensation participants may defer under
          the Plan.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following documents which AFC Enterprises, Inc. (the "Company") has
filed with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference into this Registration Statement:

(1) The Company's Annual Report on Form 10-K for the Company's fiscal year ended
    December 31, 2000 (Commission File No. 000-32369), filed with the Commission
    on March 30, 2001;

(2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
    the Securities Exchange Act of 1934 (the "Exchange Act") since the end of
    the fiscal year covered by the annual report referred to in (a) above; and

(3) The description of the Company's securities contained in the Company's
    Registration Statement on Form 8-A (Commission File No. 000-32369) filed
    with the Commission on February 21, 2001.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, and prior to the filing of a post-effective amendment to the
Registration Statement that indicates that all securities offered hereby have
been sold or that deregisters all such securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4. Description of Securities.

    An aggregate principal amount of $5,000,000 of deferred compensation
obligations are being registered hereby based on estimated contributions of
participants in the AFC Enterprises, Inc. Deferred Compensation Plan (the
"Plan"). Further amounts may be registered and issued as new or existing Plan
participants elect to defer portions of their compensation in subsequent years.

    The obligations of the Company to pay such deferred amounts to the
participants in the Plan in the future in accordance with the terms of the Plan
(the "Obligations") will be unsecured and unsubordinated indebtedness of the
Company and will rank pari passu with other unsecured unsubordinated
indebtedness of the Company from time to time outstanding. Under the Plan, there
is no limitation on the Company's right to issue senior debt or other
securities.

    The amount to be deferred by each participant in the Plan will be determined
in accordance with the Plan based on elections by the participant. Each
Obligation will be payable on a date or dates selected by the participant in
accordance with the terms of the Plan.

    Amounts credited to a participant's account are credited with such earnings,
gains and losses as would have accrued to the participant's account had such
funds actually been invested in one or more of the investment funds designated
by the Company from time to time. There is no trading market for the
Obligations.

    The Obligations are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment;
provided, however, the Obligations may be subject to offset for amounts owed by
a participant to the Company or an affiliate. Any attempt by any person to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void.

    The Obligations are not subject to redemption, in whole or in part, prior to
the individual payment dates specified by the participant or otherwise
determined under the Plan, at the option of the Company or through operation of
a mandatory or optional sinking fund or analogous provision.

    Obligations are not convertible into any other securities of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed to take action with respect to the Obligations and each participant in
the Plan will be responsible for enforcing his or her rights with respect to the
Obligations. The Company may establish a "rabbi trust" to serve as a source of
funds from which it can satisfy the obligations. Participants in the Plan will
have no rights to any assets held by a rabbi trust, except as general creditors
of the Company. Assets of any rabbi trust will at all times be subject to the
claims of the Company's general creditors.

                                      II-1

<PAGE>

    No events of default exist under the Plan nor is any absence of default
evidence required.

    The Company reserves the right to amend or terminate the Plan at any time,
except that no such amendment shall adversely affect the right of a participant
to the balance of his or her deferred account as of the date of such amendment
or termination. The Plan will remain in effect until it is terminated.

Item 5. Interests of Named Experts and Counsel.

    Not applicable.

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 302.559 or
80A.23of 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 law.

    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 a reason of the former or present official capacity of the person
with respect to the Company against judgment, 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, 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, subd. 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 of 1933
may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, it has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

    Not applicable.

                                      II-2

<PAGE>

Item 8. Exhibits.

    The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-K:

Exhibit No.        Description
----------         -----------

    4.1            AFC Enterprises, Inc. Deferred Compensation Plan
    5.1            Opinion of counsel.
    5.2            Consent of counsel (included in Exhibit 5.1).
    23.1           Consent of Arthur Andersen LLP.
    24.1           Power of Attorney (included on the signature page hereto).

Item 9.   Undertakings.

    The Company 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 (the "Securities Act");

          (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;

          (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 (i) and (ii) above 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

    (2)   That, for the purpose of determining any liability under the
Securities Act, 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.

    (4)   That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3

<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act, 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 24th day of January, 2002.

                              AFC ENTERPRISES, INC.


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

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures appear
below constitute and appoint Gerald J. Wilkins and Allan J. Tanenbaum, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, could
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on the 24th day of January, 2002:

<TABLE>
<S>                                              <C>
/s/ Frank J. Belatti                             Chairman of the Board and Chief Executive Officer
__________________________                       (Principal Executive Officer)
Frank J. Belatti



/s/ Gerald J. Wilkins                            Executive Vice President, Chief Financial Officer and
__________________________                       Director (Principal Financial and Accounting Officer)
Gerald J. Wilkins



/s/ Dick R. Holbrook                             President, Chief Operating Officer and Director
__________________________
Dick R. Holbrook


__________________________                      Director
Victor Arias, Jr.


__________________________                      Director
Carolyn Hogan Byrd

__________________________                      Director

Matt L. Figel
</TABLE>

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]

                                      II-4

<PAGE>


 /s/ R. William Ide, III
___________________________                     Director
R. William Ide, III


___________________________                     Director
Kelvin J. Pennington


 /s/ John M. Roth
___________________________                     Director
John M. Roth


 /s/ Ronald P. Spogli
___________________________                     Director
Ronald P. Spogli


___________________________                     Director
Peter Starrett

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21187}]
{"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": "333-81404", "film-number": "02517740"}, "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 January 25, 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 issuer as specified in its charter)

           Minnesota                                     58-2016606
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                        Six Concourse Parkway, Suite 1700
                           Atlanta, Georgia 30328-5352
               (Address of Principal Executive Offices) (Zip Code)

                AFC ENTERPRISES, INC. DEFERRED COMPENSATION 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)

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================

                                                              Proposed        Proposed maximum
       Title of securities             Amount to be            maximum           aggregate               Amount of
        to be registered                registered         offering price      offering price        registration fee
                                                              per share
=======================================================================================================================
Deferred Compensation           $5,000,000 (2)            100%              $5,000,000          $460.00
         Obligations (1)
=======================================================================================================================
(1)  The Deferred Compensation Obligations are unsecured obligations of the
          Registrant to pay deferred Compensation to participants in the AFC
          Enterprises, Inc. Deferred Compensation Plan.

     (2)  Solely for purposes of calculating the registration fee pursuant to
          Rule 457(h), the amount of securities registered is based on an
          estimate of the amount of compensation participants may defer under
          the Plan.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

    The following documents which AFC Enterprises, Inc. (the "Company") has
filed with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference into this Registration Statement:

(1) The Company's Annual Report on Form 10-K for the Company's fiscal year ended
    December 31, 2000 (Commission File No. 000-32369), filed with the Commission
    on March 30, 2001;

(2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
    the Securities Exchange Act of 1934 (the "Exchange Act") since the end of
    the fiscal year covered by the annual report referred to in (a) above; and

(3) The description of the Company's securities contained in the Company's
    Registration Statement on Form 8-A (Commission File No. 000-32369) filed
    with the Commission on February 21, 2001.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, and prior to the filing of a post-effective amendment to the
Registration Statement that indicates that all securities offered hereby have
been sold or that deregisters all such securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

Item 4. Description of Securities.

    An aggregate principal amount of $5,000,000 of deferred compensation
obligations are being registered hereby based on estimated contributions of
participants in the AFC Enterprises, Inc. Deferred Compensation Plan (the
"Plan"). Further amounts may be registered and issued as new or existing Plan
participants elect to defer portions of their compensation in subsequent years.

    The obligations of the Company to pay such deferred amounts to the
participants in the Plan in the future in accordance with the terms of the Plan
(the "Obligations") will be unsecured and unsubordinated indebtedness of the
Company and will rank pari passu with other unsecured unsubordinated
indebtedness of the Company from time to time outstanding. Under the Plan, there
is no limitation on the Company's right to issue senior debt or other
securities.

    The amount to be deferred by each participant in the Plan will be determined
in accordance with the Plan based on elections by the participant. Each
Obligation will be payable on a date or dates selected by the participant in
accordance with the terms of the Plan.

    Amounts credited to a participant's account are credited with such earnings,
gains and losses as would have accrued to the participant's account had such
funds actually been invested in one or more of the investment funds designated
by the Company from time to time. There is no trading market for the
Obligations.

    The Obligations are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment;
provided, however, the Obligations may be subject to offset for amounts owed by
a participant to the Company or an affiliate. Any attempt by any person to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void.

    The Obligations are not subject to redemption, in whole or in part, prior to
the individual payment dates specified by the participant or otherwise
determined under the Plan, at the option of the Company or through operation of
a mandatory or optional sinking fund or analogous provision.

    Obligations are not convertible into any other securities of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed to take action with respect to the Obligations and each participant in
the Plan will be responsible for enforcing his or her rights with respect to the
Obligations. The Company may establish a "rabbi trust" to serve as a source of
funds from which it can satisfy the obligations. Participants in the Plan will
have no rights to any assets held by a rabbi trust, except as general creditors
of the Company. Assets of any rabbi trust will at all times be subject to the
claims of the Company's general creditors.

                                      II-1
No events of default exist under the Plan nor is any absence of default
evidence required.

    The Company reserves the right to amend or terminate the Plan at any time,
except that no such amendment shall adversely affect the right of a participant
to the balance of his or her deferred account as of the date of such amendment
or termination. The Plan will remain in effect until it is terminated.

Item 5. Interests of Named Experts and Counsel.

    Not applicable.

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 302.559 or
80A.23of 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 law.

    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 a reason of the former or present official capacity of the person
with respect to the Company against judgment, 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, 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, subd. 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 of 1933
may be permitted for directors, officers or persons controlling the Company
pursuant to the foregoing provisions, it has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

    Not applicable.

                                      II-2
Item 8. Exhibits.

    The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-K:

Exhibit No.        Description
----------         -----------

    4.1            AFC Enterprises, Inc. Deferred Compensation Plan
    5.1            Opinion of counsel.
    5.2            Consent of counsel (included in Exhibit 5.1).
    23.1           Consent of Arthur Andersen LLP.
    24.1           Power of Attorney (included on the signature page hereto).

Item 9.   Undertakings.

    The Company 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 (the "Securities Act");

          (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;

          (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 (i) and (ii) above 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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

    (2)   That, for the purpose of determining any liability under the
Securities Act, 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.

    (4)   That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

    Pursuant to the requirements of the Securities Act, 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 24th day of January, 2002.

                              AFC ENTERPRISES, INC.

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

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that the individuals whose signatures appear
below constitute and appoint Gerald J. Wilkins and Allan J. Tanenbaum, or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
required or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, could
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated below on the 24th day of January, 2002:
/s/ Frank J. Belatti                             Chairman of the Board and Chief Executive Officer
__________________________                       (Principal Executive Officer)
Frank J. Belatti

/s/ Gerald J. Wilkins                            Executive Vice President, Chief Financial Officer and
__________________________                       Director (Principal Financial and Accounting Officer)
Gerald J. Wilkins

/s/ Dick R. Holbrook                             President, Chief Operating Officer and Director
__________________________
Dick R. Holbrook

__________________________                      Director
Victor Arias, Jr.

__________________________                      Director
Carolyn Hogan Byrd

__________________________                      Director

Matt L. Figel
[SIGNATURES CONTINUED ON FOLLOWING PAGE]

                                      II-4
/s/ R. William Ide, III
___________________________                     Director
R. William Ide, III

___________________________                     Director
Kelvin J. Pennington

 /s/ John M. Roth
___________________________                     Director
John M. Roth

 /s/ Ronald P. Spogli
___________________________                     Director
Ronald P. Spogli

___________________________                     Director
Peter Starrett

                                      II-5