<PAGE> 1
As Filed With the Securities and Exchange Commission on September 20, 1996
Registration No. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CKE RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 33-0602639
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
1200 NORTH HARBOR BOULEVARD, ANAHEIM, CALIFORNIA 92801
(Address of Principal Executive Offices) (Zip Code)
CKE RESTAURANTS, INC. 1994 STOCK INCENTIVE PLAN
(Full title of the plan)
---------------
Robert A. Wilson, Esq., Vice President and General Counsel
CKE Restaurants, Inc.
1200 North Harbor Boulevard
Anaheim, California 92801
(Name and address of agent for service)
(714) 774-5796
(Telephone number, including area code, of agent for service)
Copy to:
C. Craig Carlson, Esq.
J. Michael Vaughn, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered (1) Price Per Share (2) Price (2) Registration Fee
===========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 1,750,000 $30.44 $53,270,000 $18,368.97
$0.01 par value shares
===========================================================================================================================
</TABLE>
(1) Includes such additional shares of Common Stock that may become
issuable pursuant to the anti-dilution adjustment provisions of the CKE
Restaurants, Inc. 1994 Stock Incentive Plan (the "Plan"). An aggregate
of 1,750,000 shares issuable under the Plan were previously registered
on Form S-8 (Registration No. 33-55337).
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h), on the basis of the price of securities of
the same class, as determined in accordance with Rule 457(c), using the
average of the high and low prices reported by the New York Stock
Exchange for the Common Stock on September 18, 1996, which was $30.44
per share.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the CKE Restaurants, Inc. 1994
Stock Incentive Plan (the "Plan"). The Plan was amended by the Registrant's
Board of Directors on January 10, 1996, subject to stockholder approval, which
was obtained at the Registrant's Annual Meeting of Stockholders held on June 19,
1996. As so amended, an additional 1,750,000 shares of Common Stock are
available for grant under the Plan. Initially, an aggregate of 1,750,000 shares
of Common Stock were available for grant or award under the Plan, and such
1,750,000 shares were registered on this form on September 1, 1994 (Registration
No. 33-55337). This registration statement covers the additional 1,750,000
shares of Common Stock issuable under the Plan.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-55337).
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
4.1 CKE Restaurants, Inc. 1994 Stock Incentive Plan, as amended
by resolution of the Board of Directors of the Registrant on
January 10, 1996, and approved by the stockholders of the
Registrant on June 19, 1996.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with
respect to the consolidated financial statements of the
Registrant.
23.3 Consent of KPMG Peat Marwick LLP, independent auditors, with
respect to the consolidated financial statements of Summit
Family Restaurants Inc.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
</TABLE>
II-1
<PAGE> 3
SIGNATURES
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 City of Anaheim, State of California, on the 20th day of
September, 1996.
CKE RESTAURANTS, INC.
By: /s/ WILLIAM P. FOLEY II
----------------------------------
William P. Foley II
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of CKE Restaurants, Inc., do
hereby constitute and appoint William P. Foley II, Robert A. Wilson and Joseph
N. Stein, and each of them, our true and lawful attorneys-in-fact and agents,
each 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
to this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite 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 each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM P. FOLEY II Chairman of the Board September 20, 1996
- -------------------------- of Directors and
William P. Foley II Chief Executive Officer
(Principal Executive Officer)
/s/ JOSEPH N. STEIN Chief Financial Officer September 20, 1996
- -------------------------- (Principal Financial Officer)
Joseph N. Stein
/s/ JOHN C. FULLER Controller September 20, 1996
- -------------------------- (Principal Accounting Officer)
John C. Fuller
</TABLE>
S-1
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ PETER CHURM Director September 20, 1996
- --------------------------
Peter Churm
/s/ CARL L. KARCHER Director September 20, 1996
- --------------------------
Carl L. Karcher
/s/ CARL N. KARCHER Director September 20, 1996
- --------------------------
Carl N. Karcher
/s/ DANIEL D. (RON) LANE Vice Chairman of the Board September 20, 1996
- --------------------------
Daniel D. (Ron) Lane
/s/ FRANK P. WILLEY Director September 20, 1996
- --------------------------
Frank P. Willey
/s/ H. HOWARD LESTER Director September 20, 1996
- --------------------------
H. Howard Lester
</TABLE>
S-2
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<S> <C> <C>
4.1 CKE Restaurants, Inc. 1994 Stock Incentive Plan,
as amended by resolution of the Board of Directors
of the Registrant on January 10, 1996, and approved
by the stockholders of the Registrant on June 19,
1996. ____
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant. ____
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (included in the Opinion filed
as Exhibit 5.1). ____
23.2 Consent of KMPG Peat Marwick LLP, independent auditors,
with respect to the consolidated financial statements
of the Registrant. ____
23.3 Consent of KPMG Peat Marwick LLP, independent auditors,
with respect to the consolidated financial statements
of Summit Family Restaurants Inc. ____
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1). ____
</TABLE>
<PAGE> 1
EXHIBIT 4.1
CKE RESTAURANTS, INC.
1994 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE OF PLAN
The purpose of this 1994 Stock Incentive Plan ("Plan") of CKE Restaurants,
Inc., a Delaware corporation (the "Company"), is to enable the Company to
attract, retain and motivate its employees by providing for or increasing the
proprietary interests of such employees in the Company, and to enable the
Company to attract, retain and motivate its non-employee directors and further
align their interest with those of the shareholders of the Company by providing
for or increasing the proprietary interest of such directors in the Company.
SECTION 2. PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an employee of
the Company or any of its subsidiaries (an "Employee") shall be eligible to be
considered for the grant of Awards (as hereinafter defined) hereunder. Any
director of the Company who is not an employee (a "Non-employee Director") shall
automatically receive Non-employee Director Options (as hereinafter defined)
pursuant to Section 4 hereof, but shall not otherwise participate in this Plan.
SECTION 3. AWARDS
(a) The Committee (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that, by
its terms, involves or might involve the issuance of (i) shares of Common Stock
of the Company ("Common Shares") or (ii) a Derivative Security (as such term is
defined in Rule 16a-l promulgated under the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), as such Rule may be amended from time to time)
with an exercise or conversion privilege at a price related to the Common Shares
or with a value derived from the value of the Common Shares. The entering into
of any such arrangement is referred to herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses' of stock, restricted stock, stock
options, reload stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock appreciation
rights, limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.
(c) Awards may be issued, and Common Shares may be issued pursuant to an
Award, for any lawful consideration as determined by the Committee, including,
without limitation, services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award, including any
recipient who is a director or officer of the Company, to pay the purchase
price of the Common Stock or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part by any one or more of the following:
(A) the delivery of cash;
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(B) the delivery of other property deemed acceptable by the
Committee;
(C) the delivery of previously owned shares of capital stock of the
Company (including "pyramiding") or other property;
(D) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award; or
(E) the delivery of a promissory note, the terms and conditions of
which shall be determined by the Committee.
(ii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 8
hereof; or
(iii) a provision required in order for such Award to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code (an
"Incentive Stock Option").
(e) Notwithstanding Section 3(b), in the event any Award is made while this
Plan is subject to Rule 16b-3 as in effect on April 30, 1991 and under which
Common Shares are or may in the future be issued for any type of consideration
other than as a bonus without the payment of any consideration, the amount of
such consideration shall be equal to (i) the amount (such as par value) required
to be received by the Company in order to assure compliance with applicable
state law, or (ii) an amount equal to or greater than 50% of the fair market
value of such shares on the date of grant of such Award.
SECTION 4. NON-EMPL0YEE DIRECTOR OPTIONS
(a) Each Non-employee Director who is a Non-employee Director on January
10, 1996, shall automatically be granted an option (a "Non-employee Director
Option") to purchase 15,000 Common Shares. In Addition, each year, on the first
business day following the date of the annual meeting of stockholders of the
Company, or any adjournment thereof, at which directors of the Company are
elected (the "Date of Grant"), each Non-employee Director shall be granted a
Non-employee Director Option Non-employee to purchase the number of Common
Shares as follows: each Non-employee Director shall receive an option to
purchase 5,000 shares; each Non-employee Director member of the Executive
Committee shall receive an option to purchase an additional 10,000 shares; and
the Non-employee Chairman of the Board of Directors shall receive an option to
purchase an additional 40,000 shares.
(b) If, on any date upon which Non-employee Director Options are to be
automatically granted pursuant to this Section 4, the number of Common Shares
remaining available for options under this Plan is insufficient for the grant to
each Non-employee Director of a Non-employee Director Option to purchase the
entire number of Common Shares specified in this Section 4, then a Non-employee
Director Option to purchase a proportionate amount of such available number of
Common Shares (rounded to the nearest whole share) shall be granted to each
Non-employee Director on such date.
(c) Each Non-employee Director option granted under this Plan shall become
exercisable for the first time to purchase 33 1/3% of the Common Shares subject
thereto (rounded to the nearest whole share) on each of the first, second and
third anniversaries of the Date of Grant of such Non-employee Director Option;
provided that such Non-employee Director Option shall become fully exercisable
on the date upon which the optionee shall cease to be a Non-employee Director as
a result of death or total disability.
(d) Each Non-employee Director Option granted under this Plan shall expire
upon the first to occur of the following:
(i) The first anniversary of the date upon which the optionee shall
cease to be a Non-employee Director as a result of death or total
disability;
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<PAGE> 3
(ii) The 90th day after the date upon which the optionee shall
cease to be a Non-employee Director for any reason other than death or
total disability as defined in Section 22(e) (3) Internal Revenue Code;
(iii) The fifth anniversary of the Date of Grant of each
Non-employee Director Option.
(e) Each Non-employee Director Option shall have an exercise price equal to
the greater of (i) the aggregate Fair Market Value on the Date of Grant of such
option of the Common Shares subject thereto, or (ii) the aggregate par value of
such Common Shares on such date.
(f) Payment of the exercise price of any Non-employee Director Option
granted under this Plan shall be made in full in cash concurrently with the
exercise of such Non-employee Director Option; provided, however, that, in the
discretion of the Board of Directors of the Company (the "Board"), the payment
of such exercise price may instead be made:
(i) in whole or in part, with Common Shares delivered concurrently
with such exercise (such shares to be valued on the basis of the Fair
Market Value of such shares on the date of such exercise), provided that
the Company is not then prohibited from purchasing or acquiring Common
Shares; and/or
(ii) in whole or in part, by the delivery, concurrently with such
exercise and in accordance with Section 220.3(e) (4) of Regulation T
promulgated under the Exchange Act, of a properly executed exercise notice
for such Non-employee Director Option and irrevocable instructions to a
broker promptly to deliver to the Company a specified dollar amount of the
proceeds of a sale of or a loan secured by the Common Shares issuable upon
exercise of such Non-employee Director Option.
(g) For purposes of this Section 4, the "Fair Market Value" of a Common
Share or other security on any date (the "Determination Date") shall be equal to
the closing price per Common Share or unit of such other security on the
business day immediately preceding the Determination Date, as reported in The
Wall Street Journal, Western Edition, or, if no closing price was so reported
for such immediately preceding business day, the closing price for the next
preceding business day for which a closing price was so reported, or, if no
closing price was so reported for any of the 30 business days immediately
preceding the Determination Date, the average of the high bid and low asked
prices per Common Share or unit of such other security on the business day
immediately preceding the Determination Date on the New York Stock Exchange, or,
if the Common Shares or such other security were not traded on the New York
Stock Exchange or quoted by the National Association of Securities Dealers, Inc.
Automated Quotation system or such other system then in use on such immediately
preceding business day, the average of the closing bid and asked price on such
day as furnished by a professional market maker making a market in the Common
Shares or such other security selected by the Board.
(h) All outstanding Non-employee Director Options theretofore granted under
this Plan shall become fully exercisable upon the first to occur of the
following:
(i) the date of shareholder approval of a reorganization, merger or
consolidation of the Company as a result of which the outstanding
securities of the class then subject to this Plan are exchanged for or
converted into cash, property and/or securities not issued by the Company;
(ii) the first date upon which the directors of the Company who were
nominated by the Board for election as directors shall cease to constitute
a majority of the authorized number of directors of the Company;
(iii) the dissolution or liquidation of the Company;
(iv) the sale of substantially all of the property and assets of the
Company; or
(v) the date of dissemination to the stockholders of the Company of a
proxy statement disclosing a change of control of the Company.
3
<PAGE> 4
(i) Each Non-employee Director Option shall be nontransferable by the
optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.
(j) Non-employee Director Options are not intended to qualify as Incentive
Stock Options.
Section 5. STOCK SUBJECT TO PLAN
(a) Subject to adjustment as provided in Section 8 hereof, the aggregate
number of Common Shares issued and issuable pursuant to all Incentive Stock
Options granted under this Plan shall not exceed 3,500,000. Such maximum number
does not include the number of Common Shares subject to the unexercised portion
of any Incentive stock Option granted under this Plan that expires or is
terminated.
(b) The aggregate number of Common Shares subject to Awards granted during
any calendar year to any one Employee (including the number of shares involved
in Awards having a value derived from the value of Common Shares) shall not
exceed 200,000, provided, however, that the limitation set forth in this section
5(b) shall not apply if such provision is not required in order for Awards to
qualify as performance based compensation under section 162(m) of the Internal
Revenue Code. Further, such aggregate number of shares shall be subject to
adjustment under section 8 only to the extent permitted by Section 162(u) of the
Internal Revenue Code.
(c) Subject to adjustment as provided in Section 8 (b) hereof, at any time
the aggregate number of Common Shares issued and issuable pursuant to all Awards
(including all Incentive Stock Options) granted under this Plan shall not exceed
3,500,000.
(d) For purposes of Section 5(c) hereof, the aggregate number of Common
Shares issued and issuable pursuant to Awards granted under this Plan shall at
any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares that were issued prior to such time
pursuant to Awards granted under this Plan, other than Common Shares that
were subsequently reacquired by the Company pursuant to the terms and
conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership such an dividends; plus
(ii) the number of Common Shares that were otherwise issuable prior to
such time pursuant to Awards granted under this Plan, but that were
withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares that are or may be issuable
at or after such time pursuant to Awards granted under this Plan prior to
such time.
Section 6. DURATION OF PLAN
No Awards shall be made under this Plan after April 30, 1999. Although
Common Shares may be issued after April 30, 1999 pursuant to Awards made prior
to such date, no Common Shares shall be issued under this Plan after April 30,
2009.
Section 7. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee (the "Committee") of the
Board of Directors of the Company (the "Board") consisting of two or more
directors, each of whom: (i) is a "disinterested person" (as such term is
defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule may be
amended from time to time) and (ii) is an "outside director" (as such term is
defined under Section 162(m) of the Internal Revenue Code).
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<PAGE> 5
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons are employees and to which of such
employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees and determine the terms and conditions
thereof, including the number of Common Shares issuable pursuant thereto;
(iv) determine the terms and conditions of the Non-employee Director
Options that are automatically granted hereunder, other than the terms and
conditions specified in Section 4 hereof;
(v) determine whether, and the extent to which, adjustments are
required pursuant to Section 8 hereof; and
(vi) interpret and construe this Plan and the terms and conditions of
any Award granted hereunder.
Section 8. ADJUSTMENTS
(a) If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into a different number
or kind of shares or securities as a result of a reorganization, merger,
consolidation, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, spin-off or the like, then, unless the terms of such
transaction shall provide otherwise, the Committee shall make appropriate and
proportionate adjustments in (a) the number and type of shares or other
securities that may be acquired pursuant to Incentive Stock Options and the
exercise price thereof theretofore granted under this Plan, and (b) the maximum
number and type of shares or other securities that may be issued pursuant to
Incentive Stock Options thereafter granted under this Plan.
(b) If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged or converted into cash, property or a
different number or kind of shares or securities, or if cash, property or shares
or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, restructuring, reclassification, dividend (other than a
regular, quarterly cash dividend) or other distribution, stock split, reverse
stock split, spin-off or the like, or if substantially all of the property and
assets of the Company are sold, then, unless the terms of such transaction shall
provide otherwise, the Committee shall make appropriate and proportionate
adjustments in (a) the number and type of shares or other securities or cash or
other property that may be acquired pursuant to Awards other than Incentive
Stock Options theretofore granted under this Plan, and (b) the maximum number
and type of shares or other securities that may be issued pursuant to such
Awards thereafter granted under this Plan.
Section 9. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in any manner;
provided, however, that no such amendment or termination shall deprive the
recipient of any Award theretofore granted under this Plan, without the consent
of such recipient, of any of his or her rights thereunder or with respect
thereto provided, further, that if an amendment to the Plan would: (a) increase
the maximum number of Common Shares that may be issued pursuant to all Incentive
Stock Options granted under this Plan, and other Awards granted during any
calendar year to any one Employee, (b) change the class of persons eligible to
receive Awards under the Plan, (c) otherwise materially increase the benefits
accruing to participants who are subject to Section 16 of the Exchange Act in a
manner not specifically contemplated herein, or (d) affect the Plan's compliance
with Rule 16b-3 under the Exchange Act or applicable provisions of the Internal
Revenue Code. The amendment shall be approved by the Company's stockholders to
the extent required to comply with Rule 16b-3 under the Exchange Act, sections
422 and 162(m) of the Internal Revenue Code, or other applicable provisions of
or rules under the Internal Revenue Code.
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<PAGE> 6
Section 10. EFFECTIVE DATE OF PLAN
(a) This Plan shall be effective as of the date upon which it was approved
by the Board; provided, however, that no Common Shares may be issued under this
Plan until it has been approved, directly or indirectly, by the affirmative
votes of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
laws of the State of Delaware.
(b) Notwithstanding the foregoing, Section 4 of this Plan shall not be
effective until the close of business on the date of the 1994 Annual Meeting of
the stockholders of the Company, or any adjournment thereof, at which directors
of the Company are elected.
6
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EXHIBIT 5.1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
September 20, 1996
CKE Restaurants, Inc.
1200 North Harbor Boulevard
Anaheim, California 92801
RE: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration
Statement on Form S-8 (the "Registration Statement") being filed by CKE
Restaurants, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 1,750,000 shares of the Company's
common stock, $0.01 par value ("Common Stock"), issuable under the CKE
Restaurants, Inc. 1994 Stock Incentive Plan (the "1994 Plan").
We have examined the proceedings heretofore taken and are
familiar with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above. Based on the foregoing, it is our opinion that 1,750,000 shares of
Common Stock, when issued under the Plan and against full payment in accordance
with the terms and conditions of the Plan, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE> 1
EXHIBIT 23.2
[KPMG PEAT MARWICK LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CKE Restaurants, Inc.:
We consent to the use of our report relating to CKE Restaurants, Inc. dated
March 19, 1996, on Form S-8 of CKE Restaurants, Inc. incorporated herein by
reference.
KPMG PEAT MARWICK LLP
Orange County, California
September 20, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Summit Family Restaurants, Inc.:
We consent to the use of our report relating to Summit Family Restaurants, Inc.
dated November 3, 1995, except as to Note 15 which is as of May 16, 1996 on
Form S-8 of CKE Restaurants, Inc. incorporated herein by reference.
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
September 20, 1996
