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As Filed With the Securities and Exchange Commission on July 12, 2000
Registration No. 333- _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CKE RESTAURANTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-0602639
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 W. Carl Karcher Way, Anaheim, California 92801
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(Address of Principal Executive Offices) (Zip Code)
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1999 STOCK INCENTIVE PLAN
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(Full title of the plans)
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ROBERT A. WILSON
Senior Vice President and Assistant Secretary
CKE Restaurants, Inc.
401 W. Carl Karcher Way, Anaheim, CA 92801
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(Name and address of agent for service)
(714) 774-5796
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(Telephone number, including area code, of agent for service)
Copies to:
C. Craig Carlson, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to Amount to be Price Per Aggregate Registration
be Registered be Registered(1) Share(2) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 358,350 shares(3) $3.3125 $1,187,034.30 $ 313.38
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Common Stock, $.01 par value 1,651,650 shares(4) $3.3125 $5,471,109.60 $1,444.37
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(1) Also registered hereunder are an indeterminate number of shares which may
become issuable pursuant to the anti-dilution adjustment provisions of the
Registrant's 1999 Stock Incentive Plan (the "1999 Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of shares of
Common Stock registered hereby is estimated, solely for purposes of
calculating the registration fee, on the basis of (a) a weighted per share
exercise price of $3.3125 with respect to outstanding options to purchase
358,350 shares; and (b) 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 July 5, 2000, which was $3.3125 per share, with respect to the 1,651,650
shares reserved for issuance.
(3) Issuable upon exercise of options granted under the 1999 Plan which are
presently outstanding.
(4) Shares reserved for issuance pursuant to the 1999 Plan. See note 3 showing
358,350 presently outstanding options under the 1999 Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CKE Restaurants, Inc. (the "Registrant"
or the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:
(a) the Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended January 31, 2000;
(b) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended May 22, 2000; and
(c) the description of the Registrant's common stock, par value $.01
per share (the "Common Stock"), contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all of such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.
Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of
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the fact that he or she was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action if
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action (other than an action by or in the right of the
corporation), has no reasonable cause to believe his or her conduct was
unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Number Description
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4.1 1999 Stock Incentive Plan (incorporated by reference to same
numbered exhibit to the Registrant's Registration Statement on Form
S-8, Reg. No. 333-83601)
4.1.1 Amendment to 1999 Stock Incentive Plan
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation
23.1 Consent of KPMG LLP, independent auditors, with respect to the
consolidated financial statements of the Registrant
23.2 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
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(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 12th day of July
2000.
CKE Restaurants, Inc.
By: /s/ C. THOMAS THOMPSON
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C. Thomas Thompson
Chief Executive Officer and
President
POWER OF ATTORNEY
We, the undersigned directors and officers of CKE Restaurants, Inc. do
hereby constitute and appoint C. Thomas Thompson, Carl A. Strunk and Andrew F.
Puzder, and each of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments) to
this Registration Statement, or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended; and we do hereby ratify and confirm all that the said attorneys and
agents, or either of them, shall 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.
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Signature Title Date
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<S> <C> <C>
/s/ WILLIAM P. FOLEY II Chairman of the Board July 12, 2000
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William P. Foley II
/s/ C. THOMAS THOMPSON Chief Executive Officer and July 12, 2000
------------------------------------ President
C. Thomas Thompson (Principal Executive Officer)
</TABLE>
-Signatures continued on following page-
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ CARL A. STRUNK Executive Vice President and Chief July 12, 2000
------------------------------------ Financial Officer
Carl A. Strunk (Principal Financial and Principal
Accounting Officer)
/s/ CARL N. KARCHER Director, Chairman Emeritus July 12, 2000
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Carl N. Karcher
/s/ BYRON ALLUMBAUGH Director July 12, 2000
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Byron Allumbaugh
/s/ PETER CHURM Director July 12, 2000
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Peter Churm
/s/ CARL L. KARCHER Director July 12, 2000
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Carl L. Karcher
/s/ DANIEL D. LANE Vice Chairman of the Board July 12, 2000
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Daniel D. Lane
/s/ FRANK P. WILLEY Director July 12, 2000
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Frank P. Willey
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Number Description
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4.1 1999 Stock Incentive Plan (incorporated by reference to same
numbered exhibit to the Registrant's Registration Statement on Form
S-8, Reg. No. 333-83601)
4.1.1 Amendment to 1999 Stock Incentive Plan
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation
23.1 Consent of KPMG LLP, independent auditors, with respect to the
consolidated financial statements of the Registrant
23.2 Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
