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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CKE RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 33-0602639
(State of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
1200 North Harbor Boulevard
Anaheim, California 92801
(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of each class to be so Name of each exchange on which
registered each class is to be registered
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<S> <C>
Common Stock, $0.01 Par Value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Common Stock, $0.01 Par Value
The class of securities of CKE Restaurants, Inc. (the
"Company") to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Company's common stock, par value $0.01 per share (the
"Common Stock"). The holders of Common Stock are entitled to one vote per
share on all matters to be voted upon by the stockholders. Subject to
preferences that may be applicable to any outstanding Preferred Stock, the
holders of Common Stock are entitled to receive ratably such dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally available therefor. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior
distribution rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to the Common Stock.
Certain of the provisions of the Certificate of Incorporation
will likely make it more difficult for another entity to effect certain
business combinations with the Company or to take control of the Board of
Directors of the Company. These provisions provide: (i) for a classified
Board; (ii) that each director then serving shall continue as a director until
his or her successor shall have been duly elected and qualified unless such
director shall resign, become disqualified or shall otherwise be removed; (iii)
that no director may be removed except for cause; and (iv) that any vacancy in
any class of directors, including a vacancy arising through an increase in the
number of directors, shall be filled by a majority of the remaining directors
of such class or by the sole remaining director of such class or, if none, by a
majority of the remaining directors. Notwithstanding the foregoing, whenever
the stockholders of any class of stock or series thereof are entitled to elect
one or more directors of the Company by the provisions of the Certificate of
Incorporation, including any Certificate of Designations, vacancies and newly
created directorships of such class or series may be filled by a majority of
the directors elected by such class or series thereof then in office, or by the
sole remaining director so elected. Any amendment or repeal of the provisions
described in the preceding two sentences or the classification of the Company's
Board of Directors into three classes must be approved by a majority of the
authorized number of directors and by the affirmative vote of the holders of
not less than 66 2/3% of the shares of Voting Stock (as defined in the
Certificate of Incorporation) then outstanding.
Item 2. Exhibits
I. Not applicable.
II. The securities to be registered are to be listed on
the New York Stock Exchange, on which no other securities of the registrant are
currently registered. The following exhibits will be filed with each copy of
the registration statement filed with the New York Stock Exchange, and, in
accordance with Instruction II for Form 8-A, are not filed with, or
incorporated by reference in, copies of the registration statement filed with
the Securities Exchange Commission:
1. Annual Report on Form 10-K of Carl Karcher
Enterprises, Inc., a California corporation ("Enterprises"), for fiscal year
ended January 25, 1993.
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2. Enterprises' Quarterly Reports on Form 10-Q
for the quarters ended May 17, August 9 and November 1, 1993.
3. Enterprises' Proxy Statement for its Annual
Meeting of Shareholders held on June 16, 1993.
4. Certificate of Incorporation and Bylaws of
CKE Restaurants, Inc., a Delaware corporation.
5. Specimen certificate of the Common Stock.
6. Certain selected portions of Enterprises'
Fiscal 1993 Annual Report to its Shareholders.
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SIGNATURES
Pursuant to the requirements of Section l2 of the Securities
Exchange Act of 1934, the Company has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CKE RESTAURANTS, INC.
/s/ Donald E. Doyle
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Donald E. Doyle, President and Chief
Executive Officer
Dated: April 6, 1994
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