Registration Statement

As filed with the Securities and Exchange Commission on September 17, 2009

REGISTRATION NO. 333-            














Domino’s Pizza, Inc.

(Exact Name of Registrant as Specified in Its Charter)




Delaware   38-2511577
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)
30 Frank Lloyd Wright Drive, Ann Arbor, Michigan   48106
(Address of Principal Executive Offices)   (Zip Code)




Domino’s Pizza 401(k) Savings Plan

(Full Title of the Plan)



David A. Brandon

Chairman and Chief Executive Officer

30 Frank Lloyd Wright Drive

Ann Arbor, Michigan 48106

(Name and Address of Agent for Service)

(734) 930-3030

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



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


Craig E. Marcus, Esq.   Kenneth B. Rollin Esq.
Ropes & Gray LLP   Domino’s Pizza, Inc.
One International Place   Executive Vice President & General Counsel
Boston, Massachusetts 02110   30 Frank Lloyd Wright Drive
Telephone: (617) 951-7000   Ann Arbor, Michigan 48106
Telecopy: (617) 951-7050   Telephone: (734) 930-3030
  Telecopy: (734) 747-6210

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act.


þ  Large accelerated filer


¨   Accelerated filer

¨   Non-accelerated filer (Do not check if a smaller reporting company)


¨   Smaller reporting company



Title of securities to be registered   Amount to be

Proposed maximum

offering price per

share (1)


Proposed maximum

aggregate offering


  Amount of
registration fee

Common Stock, par value $.01 per share

  2,000,000 shares   $8.04   $16,080,000   $897.26
(1) The offering price for the shares of $8.04 per share has been estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis of the average high and low prices of Domino’s Pizza Inc. Common Stock, par value $.01 per share, reported on the New York Stock Exchange on September 11, 2009.



This Registration Statement has been filed pursuant to General Instruction E on Form S-8, to register 2,000,000 additional shares of common stock to be offered pursuant to the Domino’s Pizza 401(k) Savings Plan (the “Plan”) of Domino’s Pizza, Inc. (the “Company”). A registration statement on Form S-8 (No. 333-121830), filed with the Securities & Exchange Commission on January 4, 2005 to register 1,000,000 shares of common stock offered pursuant to the Plan is currently effective and is hereby incorporated herein by reference. The Registrant has submitted the Plan and intends to submit any amendments thereto to the Internal Revenue Service in a timely manner and intends to make all changes required by the Internal Revenue Service in order to qualify the Plan under Section 401 of the Internal Revenue Code.


Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Township of Ann Arbor, State of Michigan, on the 17th day of September, 2009.



/s/ Wendy A. Beck

Name:   Wendy A. Beck
Title:   Executive Vice President

Power of attorney

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints David A. Brandon and Wendy A. Beck, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, with the Securities and Exchange Commission as that attorney-in-fact may deem necessary or appropriate.

*            *            *            *             *

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







/s/ David A. Brandon

    Chairman of the Board, Chief Executive Officer     September 17, 2009
David A. Brandon     (Principal Executive Officer) and Director    

/s/ Wendy A. Beck

    Executive Vice President, Chief Financial Officer     September 17, 2009
Wendy A. Beck     (Principal Financial and Accounting Officer)    

/s/ Andrew B. Balson

    Director     September 17, 2009
Andrew B. Balson        

/s/ Diana F. Cantor

    Director     September 17, 2009
Diana F. Cantor        

/s/ Vernon “Bud” O. Hamilton

    Director     September 17, 2009
Vernon “Bud” O. Hamilton        

/s/ Mark E. Nunnelly

    Director     September 17, 2009
Mark E. Nunnelly        

/s/ Robert M. Rosenberg

    Director     September 17, 2009
Robert M. Rosenberg        






4.1    Domino’s Pizza 401(k) Savings Plan.
5.1    Opinion of Ropes & Gray LLP.
23.1    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24    Powers of Attorney (contained under Signatures and Power of Attorney).