8-K

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 and Exchange Act of 1934

Date of report (Date of earliest event reported): March 26, 2008

CEC ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Kansas

(State or other jurisdiction of incorporation)

0 -15782	48-0905805
(Commission File Number)	(IRS Employer Identification Number)

4441 West Airport Freeway, Irving, Texas 75062

(Address of principal executive offices)

(972) 258-8507

(Registrant’s telephone number, including area code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure, Election, or Appointment of Directors or Officers; Compensatory Arrangements of Officers.

On March 26, 2008, the Board of Directors of CEC Entertainment, Inc. (the “Company”) appointed General Tommy Franks, United States Army (ret.), to the Board as a Class II director effective immediately. General Franks will fill the newly-created vacancy resulting from the amendment to the Company’s Bylaws to increase the number of directors to ten and the number of Class II directors to four and will hold office for a term expiring at the next succeeding annual meeting of the stockholders. General Franks is expected to serve on the Compensation Committee and the Nominating/Corporate Governance Committee.

In connection with his service as a director, General Franks will receive the Company’s standard non-employee director cash and equity compensation. General Franks will receive a pro rata portion of the $20,000 annual retainer for his service through the remaining portion of the year, $2,000 per meeting for attendance at any of the five (5) regularly scheduled Board meetings and $2,500 per meeting for attendance at any special meeting of the Board. If appointed to serve on any committees of the Board, he will also receive fees of $1,250 per meeting for attendance at any special committee meeting.

Upon his appointment, pursuant to the Board’s equity grant policy for non-employee directors under the Non-Employee Directors Restricted Stock Plan, General Franks received an initial non-employee director restricted stock award for the number of shares of restricted stock having the fair market value as of the date of grant equal to $100,000 multiplied by a fraction the numerator of which is the number of days until the date of the next scheduled annual grant to non-employee directors and the denominator of which is 365. The restricted stock award will vest in four equal annual installments upon the first, second, third and fourth anniversary of the grant date and will vest in full immediately upon certain changes in control of the Company or upon General Franks’ death while a member of the Board.

Item 5.03 Amendment to the Articles or Bylaws; Change in Fiscal Year.

On March 26, 2008, the Board adopted amendments to the Company’s Bylaws to (a) increase the size of the Board to ten directors, (b) fix the number of Class I, Class II and Class III directors at three, four and three directors, respectively, (c) comply with recent rule changes of the Securities and Exchange Commission and the New York Stock Exchange that require listed companies to be eligible to issue shares in either certificated or uncertificated form and to participate in a book-entry share direct registration system that allows for the electronic transfer of securities and (d) clarify the procedures for the transfer of certificated and uncertificated shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Amendment No. 2 to the Bylaws of CEC Entertainment, Inc.
99.1	CEC Entertainment, Inc. Press Release dated March 31, 2008

SIGNATURES

Pursuant to the requirement 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.

Dated: March 31, 2008

CEC Entertainment, Inc.
By:	/s/ Christopher Morris
	Christopher Morris
	Executive Vice President and Chief Financial Officer

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Index to Exhibit

Exhibit Number	Description
3.1	Amendment No. 2 to the Bylaws of CEC Entertainment, Inc.
99.1	CEC Entertainment, Inc. Press Release dated March 31, 2008

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EX-3.1

Exhibit 3.1

AMENDMENT NO. 2 TO THE BYLAWS OF

CEC ENTERTAINMENT, INC.

The Bylaws of CEC Entertainment, Inc., a Kansas corporation (the “Corporation”), are hereby amended as follows:

1. The second paragraph of Section 13(a) of the Corporation’s Bylaws is hereby amended and restated in its entirety to read as follows:

“Subject to the terms and conditions contained herein and/or in the Restated Articles of Incorporation of the Corporation, the Board of Directors shall consist of ten (10) persons. In lieu of electing the whole number of directors annually, the directors have been divided into three (3) classes, Class I, Class II and Class III, with three (3) directors in each of Class I and Class III and four (4) directors in Class II. At each annual meeting of stockholders, the successors to the class of directors whose term shall then expire will be elected to hold office for a term expiring at the third succeeding annual meeting. Each director shall hold office for the term for which he was elected and until his successor is elected and qualified or until his earlier resignation or removal. Any further increase or decrease in the authorized number of directors shall be apportioned by the Board of Directors among the classes so as to make all classes as nearly equal in number as possible. No decrease in the authorized number of directors shall shorten the term of any incumbent director. A director who is chosen in the manner provided in the Bylaws to fill a vacancy in the Board of Directors or to fill a newly-created directorship resulting from an increase in the authorized number of directors shall hold office until the next election of the class for which such director shall have been chosen and until his successor is elected and qualified or until his earlier resignation or removal.”

2. The third paragraph of Section 13(a) is hereby amended to delete “had been elected at the 1988 annual meeting of stockholders or” from the last sentence of the paragraph.

3. Section 36 of the Corporation’s Bylaws is hereby amended and restated in its entirety to read as follows:

“36. Shares of Stock. The shares of stock of the corporation shall be represented by a certificate, unless and until the Board of Directors adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of the stock of the corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for the holder’s shares of stock which shall be issued in numerical order, and each stockholder shall be entitled to a certificate signed by the chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying to the number of shares owned by him. To the extent permitted by statute, any or all of the signatures on such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the corporation with the same effect as if such officer, transfer agent or registrar who signed such certificate, or whose facsimile signature shall have been used thereon, had not ceased to be such officer, transfer agent or registrar of the corporation.”

4. Section 37 of the Corporation’s Bylaws is hereby amended and restated in its entirety to read as follows:

“37. Transfer of Stock. Transfers of stock shall be made only upon the transfer books of the corporation, kept at the office of the corporation or respective transfer agents designated to transfer the several classes of stock. Shares of the

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corporation in certificated form shall be transferred by delivery of the certificates therefor accompanied either by an assignment in writing on the back of the certificate or an assignment separate from certificate or a written power of attorney to sell, assign and transfer the same signed by the holder of the certificate. Shares of the corporation in uncertificated form shall be transferred by delivery of an assignment in writing or a written power of attorney to sell, assign and transfer the same signed by the registered holder of the shares. Until and unless the Board appoints some other person, firm or corporation as its transfer agent or transfer clerk (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made), the Secretary of the corporation shall be the transfer agent or transfer clerk of the corporation without the necessity of any formal action of the Board, and the Secretary, or any person designated by him, shall perform all of the duties thereof.”

The foregoing amendments to the Bylaws of the Corporation were adopted by the Board of Directors of the Corporation pursuant to Article Ninth of the Amended and Restated Articles of Incorporation of the Corporation on March 26, 2008.

/s/ Jay Young

Jay Young, General Counsel

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EX-99.1

Exhibit 99.1

IRVING, TX, March 31, 2008 — CEC Entertainment, Inc. announced today that retired four-star U.S. Army General Tommy Franks has been elected to its board of directors effective March 26, 2008.

“We are delighted that Tommy Franks is joining our board,” said Richard Frank, CEC Entertainment, Inc. Chairman and CEO. “General Franks’ experience of managing operations and developing strategy will be invaluable to our board and company. As we continue to enhance the Chuck E. Cheese brand both domestically and around the globe, General Franks’ international background and relationships will complement our efforts to grow our business and increase shareholder value.”

General Franks, 62, served in the U.S. Military for four decades culminating with his role as Commander in Chief of the United States Central Command where he led American and coalition troops in two strategic campaigns in two years – Operation Enduring Freedom in Afghanistan and Operation Iraqi Freedom in Iraq. Franks, who lives in Oklahoma, has been awarded five Distinguished Service Medals, four Legions of Merit, four Bronze Stars and three Purple Hearts. He received the country’s highest civilian award, the Presidential Medal of Freedom and was appointed Knight Commander of the Order of the British Empire (KBE) by order of Her Majesty Queen Elizabeth II.

About his election to the CEC Entertainment board, General Franks said, “There is something special about the sights and sounds of kids and parents enjoying themselves. That’s what we experience each time we visit Chuck E. Cheese’s, the favored entertainment destination of our grandkids. I’m delighted to join the Chuck E. Cheese’s team as the company continues to strengthen and expand the brand.”

Since his retirement from the military in 2003, General Franks has traveled around the world speaking on leadership, character and the value of democracy. During this time period, Franks’ has founded and operates Franks & Associates, LLC, a private consulting firm. He serves on the Board of Directors of Bank of America and formerly served on the Board of Directors of OSI Restaurant Partners, Inc., the parent company of Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill. He also sits on the Board of Directors of the National Park Foundation and is co-chair of the Flight 93 Memorial Foundation. He is an advisor to the Military Child Education Coalition and is a spokesman for the Southeastern Guide Dogs Organization.

About Chuck E. Cheese’s

With its lively animated shows starring every kid’s hero, Chuck E. Cheese, and cool games, sky tubes and mazes, Chuck E. Cheese’s is certain to delight kids of all ages. Those looking for a little more action can check out the fun indoor rides like the hovering helicopter, spinning carousal and rumbling bulldozer. Best of all, kids can earn tickets valid toward fun prizes that they can take home to enjoy. Chuck E. Cheese’s offers freshly made pizza, a salad bar, appetizers and desserts for the whole family. The company is headquartered in Irving, Texas and is listed on the New York Stock Exchange trading under the ticker symbol (CEC). CEC Entertainment, Inc. consists of 487 corporately owned and operated Chuck E. Cheese’s restaurants and 44 franchise restaurants. The company operates in 48 states and five foreign countries.

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