8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2005

Panera Bread Company

(Exact name of registrant as specified in its charter)

Delaware	000-19253	04-2723701
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
6710 Clayton Road, Richmond Heights, MO		63117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (314) 633-7100

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

     Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the registrant’s press release dated September 22, 2005, announcing that it has reached an agreement to purchase 23 franchise bakery-cafes (two of which are under construction and one of which has been recently completed) and the area development rights for certain markets in Indiana from its area developer.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated September 22, 2005 (furnished pursuant to Item (7.01)

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PANERA BREAD COMPANY
By:	/s/ Mark E. Hood
	Name:	Mark E. Hood
	Title:	Senior Vice President, Chief Financial Officer

Date: September 22, 2005

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release, dated September 22, 2005 (furnished pursuant to Item 7.01)

EX-99.1

PRESS RELEASE Exhibit 99.1

Contact:	Mark E. Hood
	Senior Vice President, Chief Financial Officer
Phone:	(314) 633-7255

Panera Bread Reports Agreement
to Acquire 23 Bakery-Cafes from Franchisee in Indiana

St. Louis, MO, September 22, 2005 — Panera Bread Company (Nasdaq: PNRA) announced today that it has reached an agreement to purchase 21 franchise bakery-cafes (plus two more which are under construction) and the area development rights for certain markets in Indiana from its area developer, Knead Bread. Panera Bread Company expects to pay approximately $27.5 million in cash and assume certain liabilities, including those associated with bakery-cafe construction. The transaction is subject to customary closing conditions. Panera Bread Company expects to close the transaction on or about November 1, 2005. Given deal and transition costs, the company expects the transaction to be earnings neutral for fiscal 2005 and for the first half of 2006. The company currently estimates that it will be modestly accretive in the second half of 2006.

Panera Bread Company owns and franchises bakery-cafes under the Panera Bread® and Saint Louis Bread Co.® names. The Company is a leader in the emerging specialty bread/cafe category due to its unique bread combined with a quick, casual dining experience. Additional information is available on the Company’s website, www.panera.com.

Matters discussed in this press release, including any discussion or impact, express or implied, on the Company’s anticipated growth, operating results and future earnings per share contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are often identified by the words “may”, “believe”, “positioned”, “estimate”, “project”, “target”, “continue”, “will”, “intend”, “expect”, “future”, “anticipates”, and similar expressions. All forward-looking statements included in this release are made only as of the date of this release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that occur or which we hereafter become aware, after that date. The Company’s actual results could differ materially from those set forth in the forward-looking statements due to known and unknown risks and uncertainties and could be negatively impacted by a number of factors. These factors include but are not limited to the following: failure to satisfy the conditions required to close the transaction; the ability to realize anticipated operating margins, the availability of sufficient capital to the Company and the developers party to franchise development agreements with the Company; variations in the number and timing of bakery-cafe openings; public acceptance of new bakery-cafes; competition; national and regional weather conditions; changes in restaurant operating costs, particularly food and labor; and other factors that may affect retailers in general. These and other risks are discussed from time to time in the Company’s SEC reports, including its Form 10-K for the year ended December 25, 2004.