<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended January 3, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ____________ TO _________________
COMMISSION FILE NUMBER 0-19649
----------------------
CHECKERS DRIVE-IN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 58-1654960
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
14255 49th Street North, Building 1, Suite 101
Clearwater, Florida 33762
(Address of principal executive offices)
Registrant's telephone number, including area code: (727) 519-2000
Securities registered pursuant to 12(b) and 12 (g) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED TICKER
- ----------------------------------------- --------------------------------------
<S> <C> <C>
9 7/8% Senior Notes due June 15, 2000 New York Stock Exchange
Common Stock, par value $.001 per share NASDAQ--NMS CHKR
Common Stock Purchase Warrants NASDAQ--NMS CHKRZ
Common Stock Purchase Warrants NASDAQ--NMS CHKRW
</TABLE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/ No / /
<PAGE>
The number of shares outstanding of the Registrant's Common Stock as of January
3, 2000, was 9,436,094 shares. The aggregate market value of the shares of
Registrant held by non-affiliates of the Registrant, based on the closing price
of such stock on the National Market System of the NASDAQ Stock Market, as of
January 3, 2000, was approximately $20 million. For purposes of the foregoing
calculation only, all directors and executive officers of the Registrant have
been deemed affiliates.
EXPLANATORY NOTE
The Annual Report on Form 10-K for the year ended January 3, 2000 of Checkers
Drive-In Restaurants, Inc. is hereby amended as follows: Items 10, 11, 12 and 13
are amended in their entirety.
CHECKERS DRIVE-IN RESTAURANTS, INC.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the Director's of
the Company and the positions they hold. Executive officers serve at the
pleasure of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------- ----- -----------
<S> <C> <C>
William P. Foley, II 55 Chairman of the Board of Directors with a
term expiring in 2002.
Peter C. O'Hara 44 Director and Vice Chairman of the Board
with a term expiring in 2001.
Daniel J. Dorsch 46 President, Chief Executive Officer and
Director with a term expiring in 2001.
Terry N. Christensen 59 Director with a term expiring in 2001.
Clarence V. McKee 59 Director with a term expiring in 2002.
Burt Sugarman 61 Director with a term expiring in 2000.
C. Thomas Thompson 50 Director with a term expiring in 2002.
Willie D. Davis 65 Director with a term expiring in 2001.
David Gotterer 71 Director with a term expiring in 2000.
Ronald B. Maggard 50 Director with a term expiring in 2000.
Andrew F. Puzder 49 Director with a term expiring in 2002.
</TABLE>
DIRECTORS
WILLIAM P. FOLEY, II has served as a director of the Company since November
1996 and as Chairman of the Board since June 1997. Mr. Foley has been Chairman
of the Board of Santa Barbara Restaurant Group, Inc. since July 1997. He has
been the Chairman of the Board and Chief Executive Officer of Fidelity National
Financial, Inc. which, through its subsidiaries, is a title insurance
underwriting company, since its formation in 1984. He has been Chairman of the
Board and Chief Executive Officer of Fidelity National Title Insurance Company
since April 1981. Mr. Foley is also currently serving as Chairman of the Board
of Directors of CKE Restaurants, Inc., owner, operator and franchisor of
quick-service restaurants, primarily under the Carl's Jr. and Hardee's brand
names, and is a director of Micro General Corporation, Miravant Medical
Technologies and Fresh Foods, Inc.
PETER C. O'HARA has served as a director of the Company since June 1998 and
Vice Chairman since September 1999. He has served as president of Capital
Management of L.I., N.Y., Inc., a Checkers franchise area developer for Long
Island, New York, since March 1994.
DANIEL J. DORSCH has served as the Chief Executive Officer, President and a
director of the Company since December 1999. Mr. Dorsch is also a multi-unit
franchise owner for Papa John's Pizza, earning franchisee of the year in 1998.
Mr. Dorsch also owned and operated franchises with Honda, Kawasaki, Yamaha,
Suzuki, & Seadoo from 1994 through 1999. Mr. Dorsch was President and Chief
Operating Officer and shareholder for a chain of 91 Taco Bell & KFC restaurants
operating in 7 states from 1984-1993.
<PAGE>
TERRY N. CHRISTENSEN has served as a director of the Company since November
1996. Mr. Christensen has been a partner in the law firm of Christensen, Miller,
Fink, Jacobs, Glaser, Weil & Shapiro, LLP since May 1988. Mr. Christensen is a
director of GIANT GROUP, LTD., and MGM Grand, Inc. Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP has performed legal services for the Company
in 1999. Such services have related to litigation, compliance with securities
laws and other business matters.
CLARENCE V. MCKEE has served as a director of the Company since June 1996.
Mr. McKee has been the President and Chief Executive Officer of McKee
Communications, Inc., a Tampa, Florida based company engaged in the acquisition
and management of communications companies, since October 1992. From 1987 to
October 1992, Mr. McKee was the co-owner, Chairman and Chief Executive Officer
of WTVT-Inc., the licensee of television channel 13 in Tampa, Florida. He is a
former chairman of the Florida Association of Broadcasters.
BURT SUGARMAN has served as a director of the Company since June 1997.
Mr. Sugarman has been the Chairman of the Board, President and Chief Executive
Officer of GIANT GROUP, LTD. for the past five years. Mr. Sugarman is a director
of GIANT and Santa Barbara Restaurant Group, Inc. Mr. Sugarman served as
Chairman of the Board of Rally's Hamburgers, Inc. from November 1994 to October
1997.
C. THOMAS THOMPSON has served as a director of the Company since November
1996 and served as Vice Chairman of the Board of Directors from December 1996 to
September 1999. He also served as Chief Executive Officer of the Company from
December 1996 to November 1997. Mr. Thompson has been President and Chief
Operating Officer of Carl Karcher Enterprises, Inc., a wholly owned subsidiary
of CKE, since October 1994 and President of CKE since December 1984. Since 1984,
Mr. Thompson has been a partner in a partnership, which owns and operates 15
restaurants under the Carl's Jr. franchise system. Mr. Thompson is a director of
Santa Barbara Restaurant Group, Inc.
WILLIE D. DAVIS has served as a director of the Company since August 1999.
Mr. Davis has been the President and a director of All-Pro Broadcasting, Inc., a
holding company operating several radio stations, for more than the past five
years. Mr. Davis currently also serves on the board of directors of Sara Lee
Corporation, K-Mart Corporation, Dow Chemical Company, Metro-Goldwyn-Mayer,
Inc., MGM Grand, Inc., Basset Furniture Industries, Incorporated and Strong
Fund.
DAVID GOTTERER has served as a director of the Company since August 1999.
Mr. Gotterer has been a partner in the accounting firm of Mason & Company, LLP,
New York, New York, for more than the past five years. Mr. Gotterer is a
director and Vice Chairman of GIANT.
RONALD B. MAGGARD has served as a director of the Company since August 1999.
For more than the past five years, Mr. Maggard has been President of Maggard
Enterprises, Newport Beach, which owns 20 franchised Long John Silver
Restaurants and President of Midstate Distributing, Lexington, Kentucky, which
is a Miller Distributing Company.
ANDREW F. PUZDER has served as a director of the Company since August 1999.
Mr. Puzder has been Chief Executive Officer and a director of Santa Barbara
Restaurant Group, Inc. since July 1997. He has served as Executive Vice
President and General Counsel of CKE since February 1997. Mr. Puzder also serves
as Executive Vice President for Fidelity National Financial, Inc. Mr. Puzder
has been with Fidelity since 1995. Mr. Puzder is also a director of Fresh Foods,
Inc. and Aspeon, Inc.
EXECUTIVE OFFICERS
THEODORE ABAJIAN, 36, was appointed Senior Vice President and Chief
Financial Officer of the Company in December 1999. He also serves as
Executive Vice President and Chief Financial officer of Santa Barbara
Restaurant Group, Inc. ("SBRG"). Prior to joining SBRG in May 1998, Mr.
Abajian served as Chief Financial Officer of Star Buffet, Inc. since its
formation in July 1997. Mr. Abajian also served as a director of Stacey's
Buffet, Inc. from October 31, 1997 to February 4, 1998. Mr. Abajian served as
the Vice President and Controller of Summit Family Restaurants, Inc. from May
1994 to May 1998.
WENDY BECK, 35, is Vice President of Finance and Treasurer. Ms. Beck came
to Checkers in 1993 and has 13 years of experience in finance, tax and treasury.
STEVEN COHEN, 48, was appointed as Senior Vice-President of Human Resources
for the Company in December, 1997. He is responsible for all human resource,
training, benefits and workers compensation functions. From 1995
<PAGE>
to 1997, he served as a Regional Human Resources director for EZCorp. Inc., a
specialty retail chain with 300 locations throughout the United States.
DAVID MILLER, 47, has served as Senior Vice President and Chief Operating
Officer since October 1999. Mr. Miller has been with Checkers for ten years
serving in various capacities including Vice President Marketing, Senior
Director of Operations and Senior Director of Franchise Operations.
ANNETTE DELLA FLORA, 38, was appointed Senior Vice President of Marketing
of the Company in September 1999. Ms. Della Flora is also the Vice President
of Marketing of Santa Barbara Restaurant Group, Inc. From December 1998 to
September 1999, she was Vice President of Marketing for Del Taco, Inc. in
Laguna Hills, California. Ms. Della Flora worked for HomeBase/Home
Improvement Warehouse in Anaheim, California from June 1994 to November 1998
in various marketing and advertising positions.
ANDREW SIMONS, 39, was appointed Senior Vice President, General Counsel
and Secretary of the Company in July 1999. In addition, Mr. Simons holds the
position of Senior Vice President, General Counsel and Secretary of Santa
Barbara Restaurant Group. From April 1996 to June 1999, Mr. Simons served as
Vice President, General Counsel and Secretary of Circon Corporation. From
July 1992 through April 1996, Mr. Simons worked for Tokos Medical Corporation
in various capacities including Vice President, General Counsel and Secretary.
No family relationships exist between any of the directors
and the executive officers of the Company. There are no arrangements or
understandings between any director and any other person concerning service
or nomination as a director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors, officers and holders of more than
10% of the Company's common stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership.
Based solely upon a review of the forms, reports and certificates filed with
the Company by such persons, all such Section 16(a) filing requirements were
complied with by such persons in 1999.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table is a summary of the compensation earned for
the last three fiscal years for services in all capacities to each of the
persons who qualified as a "named executive officer" under item 402(b) of
Regulation S-K. All amounts shown before the Merger between the Company and
Rally's Hamburgers, Inc. in August 1999 include compensation paid by both
Checkers and Rally's pursuant to the management service agreement between the
companies.
<TABLE>
<CAPTION>
Compensation
Annual Compensation Awards
--------------------------------------------------- -------------
Securities
Other Annual Underlying All Other
Salary Bonus Compensation Options Compensations
Name and Principal Position Year ($) ($) ($) (#)(3)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Dorsch (1) 1999 9,315 - - 100,000 -
Chief Executive Officer
James J. Gillespie (2) 1999 228,173 20,000 44,002(4) - 43,593(2)
Chief Executive Officer 1998 282,500 20,000 45,304(5) 132,917 -
1997 45,067 50,000 - 49,750 -
James T. Holder (6) 1999 179,308 - - - 98,558
Senior Vice President 1998 180,000 144,000 - 43,275 -
General Counsel and 1997 179,231 - - 8,333 -
Secretary
Harvey Fattig (7) 1999 134,615 - - 99,001
Executive Vice President 1998 147,404 - - 46,500 -
and Chief operating Officer -
David Miller 1999 136,442 - - - 500(8)
Chief Operating Officer 1998 127,695 - - 16,316 498
1997 117,679 - - - 439
Steven Cohen 1999 134,423 - - 481(8)
Vice President, Human 1998 122,812 - 43,200(9) 21,637 462
Resources
Wendy Beck 1999 113,587 - - - 144(8)
Vice President, Treasury 1998 97,345 - - 13,113 108
1997 90,563 - - - 94
</TABLE>
(1) Mr. Dorsch was appointed Chief Executive Officer of the Company on
December 14, 1999.
(2) Mr. Gillespie resigned in November, 1999. All other compensation represents
severance ($41,658) and term life insurance ($1,935).
(3) All options listed have been adjusted to reflect the one-for-twelve reverse
stock split which occurred in August 1999.
(4) Includes relocation expense ($23,002), travel expense ($12,650) and health
care expense ($8,350).
(5) Includes relocation expense ($9,809) and travel expense ($34,194).
(6) Mr. Holder resigned in November, 1999. All other compensation represents
severance ($98,159) and term life insurance ($398).
(7) Mr. Fattig resigned in September, 1999. All other compensation represents
severance ($97,596) and term life insurance ($1,405).
(8) All other compensation includes amounts paid by the Company on behalf of
the executives for term life insurance.
(9) Includes relocation expenses paid.
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth information regarding options
granted to the named executive officers during fiscal 1999 pursuant to the
Company's Stock Option Plans:
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------
Number of % of Potential Realizable
Securities Total Value at Assumed
Underlying Options Exercise Rates of Stock
Options Granted to or Base Price Appreciation
Granted Employees in Price Expiration for Option Term (1)
Name (#) Fiscal Year ($/Share) Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Dorsch 100,000 25.01% $1.2812 12/14/09 80,574 204,190
</TABLE>
(1) The 5% and 10% assumed annual rates of stock price appreciated are
provided in compliance with Regulation S-K under the Exchange Act. The
Company does not necessarily believe that these appreciation calculations
are indicated of actual future stock options values or that the price of
the Company common stock will appreciate at such rates.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
Set forth below is information with respect to the Company's
options exercised by the named executive officers during fiscal 1999 and the
number and value of unexercised stock options held by such executives at the
end of the fiscal year.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options In-the-Money Options
at FY-End (#) at FY-End (1)
-------------------------------------------------------------
Shares Acquired Value
Name on Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel Dorsch 0 0 100,000/0 $84,380/$0
James J. Gillespie 0 0 47,029/0 $0/$0
Harvey Fattig 0 0 11,263/0 $0/$0
James T. Holder 0 0 20,893/0 $0/$0
David Miller 0 0 10,994/5,322 $0/$0
Steven Cohen 0 0 7,213/14,424 $0/$0
Wendy Beck 0 0 6,680/6,433 $0/$0
</TABLE>
(1) Based upon the difference between the exercise price and the closing price
of Checkers common stock as reported on the NASDAQ National Market on
January 3, 2000 of $2.125
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive $2,500 for
each Board meeting, and $1,000 for each committee meeting they attend plus
out of pockets expenses. Non-employee Directors also participate in the 1994
Stock Option Plan for Non-Employee Directors, which provides for the
automatic grant to each non-employee Director, upon election to the Board of
Directors, of a non-qualified, ten-year option to acquire 8,333 shares of the
Company's Common Stock, with the subsequent automatic grant on the first day
of each fiscal year thereafter of a non-qualified, ten-year option to acquire
an additional 1,667 shares of Common Stock. All such options have an exercise
price equal to the closing sale price of the Common Stock on the date of
grant. One-fifth of each initial option granted pursuant to such Plan prior
to August 6, 1997 become exercisable on a cumulative basis on each of the
first five anniversaries of the date of the grant of such option. One-third
of each annual option granted pursuant to such Plan prior to August 6, 1997
becomes exercisable on a cumulative basis on each of the first three
anniversaries of the date of the grant of such option. Pursuant to a proposal
approved by stockholders at the Annual
<PAGE>
Meeting in 1999, the Chairman of the Board received an option to purchase
40,000 shares, the Vice-Chairman received an option to purchase 20,000 shares
and all other non-employee directors received options to purchase 10,000 shares
of the Company's common stock. All options granted pursuant to this Plan on or
after August 6, 1997 are exercisable immediately upon grant. Options are
exercisable whether or not the Non-Employee Director, at the time of exercise,
is a member of the Board of Directors, unless the Director is removed for cause.
Directors who are employees of the Company receive no extra compensation for
their services as Directors. In addition, since September 1999 Peter O'Hara
has been receiving $10,000 per month for performing services as a consultant.
EMPLOYMENT AGREEMENTS
Effective December 14, 1999, the Company entered into an
employment agreement with Daniel J. Dorsch, pursuant to which Mr. Dorsch
serves as the Chief Executive Officer and a Director of the Company. The term
of employment is for two years, subject to renewal by the Company for
one-year periods thereafter, at an annual base salary of $200,000. Mr. Dorsch
is also entitled to participate in the incentive bonus plans of the Company
and participate in the Company's benefit plans. Upon execution of the
employment agreement, Mr. Dorsch was granted a fully vested option to
purchase 100,000 shares of Checkers common stock. Under the agreement, Mr.
Dorsch may be terminated at any time for cause. If Mr. Dorsch is terminated
without cause, he will be entitled to receive his base annual salary, and any
earned unpaid bonus, through the unexpired terms of the agreement, payable in
a lump sum or as directed by Mr. Dorsch. Cause is defined as (i) a material
default or breach under the agreement, (ii) the willful and habitual failure
to perform duties under the agreement or corporate policies, or (iii)
misconduct, dishonesty, insubordination or other act that has a direct
substantial and adverse effect on the reputation of the Company or its
relationships with its customers or employees.
Effective November 10, 1997, the Company and Jay Gillespie
entered into an employment agreement, pursuant to which Mr. Gillespie served
as the President and Chief Executive Officer and a Director of the Company
and Rally's Hamburgers, Inc. prior to its merger with the Company. The term
of employment was for two years, subject to automatic renewal by the Company
for one-year periods thereafter, at an annual base salary of $282,500. Mr.
Gillespie was also entitled to participate in the incentive bonus plans of
the Company. Upon execution of the employment agreement, Mr. Gillespie was
granted an option to purchase 300,000 shares of Common Stock and received a
signing bonus of $50,000. Mr. Gillespie was also entitled to participate in
the Company's employee benefit plans and programs and was entitled to
reimbursement of his reasonable moving expenses and a relocation fee of
$5,000. Under the agreement, Mr. Gillespie could be terminated at any time
for cause. If Mr. Gillespie was terminated without case, he was entitled to
receive his base annual salary, and any earned unpaid bonus, through the
unexpired term of the agreement, payable in a lump sum or as directed by Mr.
Gillespie. Cause is defined as (i) a material default or breach under the
agreement, (ii) the willful and habitual failure to perform duties under the
agreement or corporate policies, or (iii) misconduct, dishonesty,
insubordination or other act that has a direct, substantial and adverse
effect on the reputation of the Company or their relationship with their
customers or employees. On October 7, 1999, Mr. Gillespie resigned pursuant
to an agreement he reached with the Company in which the Company agreed to
pay Mr. Gillespie his base salary through November 10, 1999.
In November 1997 and February 1998, the Company entered into
letter agreements with Steve Cohen and Harvey Fattig, respectively, which
provide that the executives are entitled to a severance payment equal to six
months of their base salary in the event that they are terminated without
cause during the first three years of their employment. In September 1999, in
conjunction with Mr. Fattig's resignation, the Company entered into a
separation agreement with Mr. Fattig, that superceded his letter agreement,
in which the Company agreed to pay Mr. Fattig a severance payment equal to
six months of his base salary.
In August 1999, the Company entered into a separation agreement
with Jim Holder pursuant to which the Company agreed to make a severance
payment to Mr. Holder of an amount equal to six months of his base salary.
Mr. Holder also agreed to provide legal and consulting services to the
Company on an "as needed" basis following his resignation from the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is
responsible for executive compensation decisions. The Committee was comprised
of Messrs. Foley and McKee through August 1999 at which time a new Committee
was elected comprised of Messrs. Foley, Davis and O'Hara. Mr. Foley is
Chairman of the Board and Chief Executive Officer of Fidelity and Chairman of
the Board of both Santa Barbara Restaurant Group and CKE, which, as of April
28, 2000, beneficially owned approximately 3.7%, 4.2%, and 23.5%,
respectively, of the outstanding shares, or warrants to purchase shares, of
the Company's Common Stock.
<PAGE>
On November 22, 1996, the Company entered into an Amended and
Restated Credit Agreement (the "Restated Credit Agreement") with CKE, as
agent of the various lenders named therein (the "Lenders"). The Lenders
include CKE, Fidelity, C. Thomas Thompson, William R Foley, Burt Sugarman and
KCC Delaware Company, a wholly owned subsidiary of GIANT GROUP, LTD. Pursuant
to the Restated Credit Agreement, the Company's primary debt aggregating
approximately $35.8 million principal amount, which had been acquired by the
Lenders on November 14, 1996, was restructured by, among other things,
extending its maturity by one year to July 31, 1999, fixing the interest rate
at 13.0% per annum, eliminating or relaxing certain covenants, delaying
scheduled principal payments until May 19, 1997 and eliminating $6.0 million
in restructuring fees and charges. In connection with the restructuring, the
Company issued to the Lenders warrants to purchase an aggregate of 20 million
shares of Common Stock at an exercise price of $0.75 per share, the
approximate market price of the Common Stock on the day prior to the
announcement of the acquisition of the Company's debt by the Lenders. The
Lenders specified above received warrants in the following amounts: CKE,
7,350,428; Fidelity, 2,108,262; C. Thomas Thompson, 28,490: William P. Foley,
11, 854,700; Burt Sugarman, 712,250; and KCC Delaware Company, 2,849,002. The
Lenders also received certain piggyback and demand registration rights with
respect to the shares of Common Stock underlying their warrants.
On December 1, 1998, the Company entered into two lease
agreements, which have been recorded as obligations under capital lease, with
Granite Financial, Inc. (a wholly owned subsidiary of Fidelity), whereby the
Company leased $659,000 of security equipment for its restaurants in the
aggregate. The first lease agreement is payable monthly at approximately
$13,000 including effective interest at 13.08%. The second lease is payable
at approximately $9,000, including effective interest at 10.90%. Both of
these leases have terms of three years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April
26, 2000, relating to the beneficial ownership of the Company's common stock
by (i) all persons known by the Company to beneficially own more than 5% of
the outstanding shares of the Company's common stock, (ii) each director,
director nominee and named executive officer of the Company and, (iii) all
officers and directors of the Company as a group. The Company had 9,436,094
shares outstanding as of April 26, 2000.
<TABLE>
<CAPTION>
NAME AND NUMBER OF SHARES PERCENTAGE
ADDRESS OF BENEFICIALLY OF SHARES
BENEFICIAL OWNER (1)(2)(3) OWNED (1) OUTSTANDING(4)
-------------------------------- -------------------- -----------------
<S> <C> <C>
CKE Restaurants, Inc.(5) 2,426,420 23.6%
401 W. Carl Karcher Way
Anaheim, CA 92801
Giant Group, LTD (6) 772,739 8.0%
9440 Santa Monica Blvd, #407
Beverly Hills, CA 90210
William P. Foley, II (7) 337,539 3.5%
Burt Sugarman (8) 280,366 2.9%
Peter C. O'Hara (9) 229,583 2.4%
C. Thomas Thompson (10) 153,401 1.6%
David Gotterer (11) 123,655 1.3%
Willie Davis (12) 118,088 1.2%
Andrew F. Puzder (13) 110,665 1.2%
Terry N. Christensen (14) 102,662 1.1%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Ronald B. Maggard (15) 109,404 1.1%
Clarence V. McKee (16) 79,250 *
Wendy Beck (17) 16,447 *
Steven Cohen (18) 11,563 *
David Miller (19) 13,655 *
All officers and directors as a
group (17 persons)(20) 1,686,278 15.3%
</TABLE>
* Represents less than 1% of the outstanding common stock of the company.
(1) Unless otherwise noted, the Company believes that all shares are
beneficially owned and that all persons named in the table have sole
voting and investment power with respect to all shares of Company common
stock owned by them.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from April 26, 2000, upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days from April 26, 2000 have been exercised.
(3) Unless otherwise indicated, the address of each stockholder listed is 14255
49th Street N., Clearwater, Florida 33762.
(4) Percentage calculation assumes owners' derivative securities exercisable
within 60 days have been exercised.
(5) Includes 865,513 shares issuable upon the exercise of presently exercisable
warrants held by KCC Delaware, a wholly owned subsidiary of GIANT
GROUP, LTD.
(6) Includes 237,416 shares issuable upon the exercise of presently exercisable
warrants.
(7) Includes 304,148 shares subject to options and warrants. Excludes the
2,426,420 shares and warrants to purchase shares held by CKE Restaurants,
Inc. and 399,471 shares held by Santa Barbara Restaurant Group, Inc. as to
which Mr. Foley disclaims beneficial interest. Mr. Foley is Chairman of
the Board of both CKE Restaurants, Inc. and Santa Barbara Restaurant
Group, Inc. Also excludes 357,557 warrants held by Fidelity National
Financial, Inc., as to which Mr. Foley disclaims beneficial ownership. Mr.
Foley is Chairman of the Board and Chief Executive Officer of Fidelity
National Financial, Inc.
(8) Includes 272,019 shares subject to options and warrants. Excludes 772,329
shares and warrants to purchase shares held by Giant Group LTD, as to
which Mr. Sugarman disclaims beneficial ownership. Mr. Sugarman is
Chairman of the Board and Chief Executive Officer of Giant Group LTD.
(9) Includes 227,500 shares issuable upon the exercise of presently exercisable
stock options.
(10) Includes 150,064 shares issuable upon the exercise of presently exercisable
stock options
(11) Includes 114,210 shares issuable upon the exercise of presently exercisable
stock options.
(12) Includes 118,088 shares issuable upon the exercise of presently exercisable
stock options.
(13) Includes 107,195 shares issuable upon the exercise of presently exercisable
stock options.
(14) Includes 98,155 shares issuable upon the exercise of presently exercisable
stock options.
(15) Includes 104,821 shares issuable upon the exericise of presently
exercisable stock options.
(16) Includes 79,167 shares issuable upon the exercise of presently exercisable
stock options.
<PAGE>
(17) Includes 14,780 shares issuable upon the exercise of presently exercisable
stock options.
(18) Includes 11,563 shares issuable upon the exercise of presently exercisable
stock options.
(19) Includes 13,655 shares issuable upon the exericise of presently exercisable
stock options.
(20) Includes an aggregate of 1,615,365 shares issuable upon the exercise of
presently exercisable stock options and warrants held by officers and
directors of the Company.
ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS.
"Item 11. Executive Compensation. Compensation Committee
Interlocks and Insider Participation." is incorporated by reference.
Prior to the Merger in August 1999, the Company and Rally's
Hamburger, Inc. were parties to a management services agreement (the
"Management Services Agreement") pursuant to which the Company provided key
services to Rally's, including executive management, financial planning and
accounting, franchise, purchasing and human resource. In addition, the
Company and Rally's shared certain of their executive officers, including the
Chief Executive Officer and the Chief Operating Officer. The total cost of
the services provided by the Company to Rally's in 1999 was $4.7 million.
The Company and Santa Barbara Restaurant Group, Inc. share
certain officers and directors. During 1999, the Company paid Santa Barbara
Restaurant Group, Inc. $104,408 for salary payments made by Santa Barbara
Restaurant Group, Inc. to certain officers on behalf of the Company.
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, a
law firm in which Mr. Christensen is a named partner, performed legal
services for the Company during 1999 and will perform legal services for the
Company in 2000. Such services have related to the defense of certain
litigation, compliance with securities laws and other business matters.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Clearwater, State
of Florida on May 2, 2000.
CHECKERS DRIVE-IN RESTAURANTS, INC.
By: /s/ Daniel J. Dorsch
-----------------------
Daniel J. Dorsch
President and Chief Executive Officer
