- Current report filing (8-K)
15 Juni 2010 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 14, 2010
CKE Restaurants, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-11313
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33-0602639
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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6307 Carpinteria Ave., Ste. A,
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Carpinteria, California
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93013
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (805) 745-7500
Not Applicable
Former name or former address, if changed since last report
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01 Other Events.
On June 14, 2010, CKE Restaurants, Inc. (CKE) issued a press release announcing that ISS Proxy
Advisory Services, a division of RiskMetrics Group, has recommended
that CKE stockholders vote
FOR the proposed adoption of the merger agreement with Columbia Lake Acquisition Holdings, Inc.
and Columbia Lake Acquisition Corp. at CKEs Special Meeting of Stockholders that will occur on
June 30, 2010. Columbia Lake Acquisition Holdings, Inc. and Columbia Lake Acquisition Corp. are
affiliates of Apollo Management VII, L.P. A copy of the release is attached as Exhibit 99.1.
FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements within the meaning of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give CKEs
current expectations or forecasts of future events. Such statements are subject to risks and
uncertainties that are often difficult to predict and beyond CKEs control, and could cause CKEs
results to differ materially from those described. These uncertainties and other factors include,
but are not limited to, risks associated with the proposed transaction, including the occurrence of
any event, change or other circumstances that could give rise to the termination of the merger
agreement, the inability to complete the proposed transaction due to the failure to obtain
stockholder approval, the failure to satisfy other conditions to completion of the proposed
transaction or the failure to obtain the necessary debt financing arrangements set forth in the
debt commitment letter received in connection with the proposed transaction. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date
they are made. CKE undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required
by law or the rules of the New York Stock Exchange. Accordingly, any forward-looking statement
should be read in conjunction with the additional information about risks and uncertainties as
discussed in CKEs filings with the Securities and Exchange Commission (the SEC).
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
A definitive proxy statement of CKE and other materials has been filed with the SEC. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CKE AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the definitive proxy statement and other documents filed
by CKE with the SEC at the SECs Web site at www.sec.gov.
The definitive proxy statement and such other documents are also available for free on CKEs
website at www.ckr.com under Investors/SEC Filings or by directing such request to Investor
Relations, CKE Restaurants, Inc., 805-745-7750.
CKE and its directors, executive officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from its stockholders in connection with
the proposed transaction. Information concerning the interests of CKEs participants in the
solicitation is set forth in CKEs proxy statements and Annual Reports on Form 10-K, previously
filed with the SEC, and in the definitive proxy statement relating to the proposed transaction.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit Description
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Exhibit Number
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Press Release, dated June 14, 2010
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99.1
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SIGNATURES
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.
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CKE RESTAURANTS, INC.
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Date: June 15, 2010
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By:
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/s/ Theodore Abajian
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Name:
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Theodore Abajian
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Title:
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Executive Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit Description
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Exhibit Number
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Press Release, dated June 14, 2010
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99.1
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