S-8

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE CHEESECAKE FACTORY INCORPORATED
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 51-0340466
(I.R.S. Employer Identification No.)

26950 Agoura Road, Calabasas Hills, California 91301
(Address of Registrant’s Principal Executive Offices) (Zip Code)

THE CHEESECAKE FACTORY INCORPORATED
YEAR 2000 PERFORMANCE STOCK OPTION PLAN
(Full title of the plan)

GERALD W. DEITCHLE
EXECUTIVE VICE PRESIDENT, CORPORATE OPERATIONS
AND CHIEF FINANCIAL OFFICER
THE CHEESECAKE FACTORY INCORPORATED
26950 Agoura Road
Calabasas Hills, California 91301
(818) 871-3000
(Name, address and telephone number of agent for service)

With a copy to:
MARK A. BONENFANT, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER,
A PROFESSIONAL CORPORATION
601 South Figueroa Street, Suite 2400
Los Angeles, California 90017
(213) 891-0700

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	1,948,400 shares	$39.95	$77,838,580	$ 7,162

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional securities to be offered or issued in connection with a stock split, stock dividend or similar transaction.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and is calculated based on the closing price of the Company’s Common Stock on The NASDAQ Stock Market on April 23, 2002.

PART II–INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     The information contained in the S-8 Registration Statement filed by The Cheesecake Factory Incorporated, a Delaware corporation (the “Registrant”), Registration File No. 33-88414 filed with the Securities and Exchange Commission on July 24, 1996 (the “1996 Registration”) is incorporated herein by reference. This Registration Statement relates to the Registration of an additional 1,948,400 shares. Of these shares, 1,000,000 are being registered to reflect an increase in the number of shares authorized for issuance under the Registrant’s Year 2000 Performance Stock Option Plan (the “Performance Plan”), which amount does not include shares authorized for issuance as a result of a stock split on June 18, 2001 (these shares being automatically registered pursuant to Rule 416(a)). The balance of the shares being registered represent 948,400 shares repurchased in open market transactions by the Registrant that may be reissued as options under the Performance Plan.

Item 3. Incorporation of Documents by Reference

     The following documents heretofore filed or to be filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a) The Registrant’s Annual Report on Form 10-K as filed with the Commission for the fiscal year ended January 1, 2002;

(b) The Registrant’s Registration Statement on Form 8-A, declared effective by the Commission on September 17, 1992.

     All other documents filed by the Registrant subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superceded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed documents which also is or is deemed to be incorporated by reference herein modifies or supercedes such statement. Any such statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel

     The validity of the Common Stock offered hereby will be passed upon for the Registrant by Buchalter, Nemer, Fields & Younger, a Professional corporation, Los Angeles, California.

Item 8. Exhibits

     The information on Item 8 “Exhibits” in the previous S-8 is supplemented as follows:

Exhibit Number	Description of Exhibit
5.1	Opinion of Buchalter, Nemer, Fields & Younger, a Professional Corporation
23.1	Consent of Independent Accountants
23.2	Consent of Buchalter, Nemer, Fields & Younger, a Professional Corporation (included in its
	opinion filed as Exhibit 5.1)
99.1	Amendment No. 2 to The Cheesecake Factory Incorporated Year 2000 Performance Stock Option Plan.

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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 Calabasas Hills, State of California on this 25th day of April, 2002.

THE CHEESECAKE FACTORY INCORPORATED


By: /s/ David Overton
——————————————
David Overton
Chairman of the Board,
President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Overton ———————————————— David Overton	Chairman of the Board, President and Chief Executive Officer	April 25, 2002
/s/ Gerald W. Deitchle ———————————————— Gerald W. Deitchle	Executive Vice President, Corporate Operations and Chief Financial Officer	April 25, 2002
/s/ Thomas L. Gregory ———————————————— Thomas L. Gregory	Director	April 25, 2002
/s/ Jerome I. Kransdorf ———————————————— Jerome I. Kransdorf	Director	April 25, 2002
/s/ Wayne H. White ———————————————— Wayne H. White	Director	April 25, 2002

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EX-5.1

     Exhibit 5.1

File Number: C2902-0001
Direct Dial Number: (213) 891-5020
E-Mail Address: MBonenfant@buchalter.com

     April 23, 2002

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Attn: Office of Applications and Reports Services

Re: The Cheesecake Factory Incorporated
Registration Statement on Form S-8

Gentlemen:

     We have acted as counsel to The Cheesecake Factory Incorporated, a Delaware corporation (the “Company”), in connection with the registration of 1,948,400 shares of common stock, $.01 par value (the “Shares”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, (the “1933 Act”), pursuant to a registration statement on Form S-8 (the “Registration Statement”). The Shares are registered on behalf of the Company and will be issued pursuant to the Year 2000 Performance Stock Option Plan (the “Plan”).

     This opinion is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the 1933 Act.

     In our capacity as counsel to the Company, we have reviewed such documents and made such inquiries as we have reasonably deemed necessary to enable us to render the opinion expressed below. In all such reviews, we have made certain customary assumptions such as the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the lack of any undisclosed modifications, waivers, or amendments to any documents reviewed by us and the conformity to authentic original documents of all documents submitted to us as conformed or photostatic copies. For purposes of rendering this opinion, we have investigated such questions of law as we have deemed necessary.

     On the basis of the foregoing, and in reliance thereon and subject to the assumptions, qualifications, exceptions and limitations expressed herein, we are of the opinion that when the Shares are issued in accordance with the terms of the Plan, the Shares will be duly authorized, legally issued, fully paid and non-assessable.

     This opinion is limited to the present laws of the State of California and of the United States of America, and the corporate law of the State of Delaware.

     This opinion is solely for your information in connection with the offer and sale of the Shares by the Company, and is not, without the prior written consent of this firm, to be quoted in full or in part or otherwise referred to in any documents nor to be filed with any governmental agency or other persons, other than with the Commission and various state securities administrators in connection with the qualification of the Shares, to which reference and filings we hereby consent.

Very truly yours,

BUCHALTER, NEMER, FIELDS & YOUNGER

EX-23.1

     Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 1, 2002 relating to the consolidated financial statements of The Cheesecake Factory Incorporated, which appears in The Cheesecake Factory Incorporated’s Annual Report on Form 10-K for the year ended January 1, 2002.

PricewaterhouseCoopers LLP

Los Angeles, California
April 25, 2002

EX-99.1

     Exhibit 99.1

AMENDMENT NO. 2 TO
THE CHEESECAKE FACTORY INCORPORATED
YEAR 2000 PERFORMANCE STOCK OPTION PLAN

The Cheesecake Factory Incorporated Year 2000 Performance Stock Option Plan is amended as provided herein and except as so amended, the Year 2000 Performance Stock Option Plan remains in full force and effect.

1. Article III Paragraph 3.1 is amended and restated in its entirety to read as follows:

3.1 “Total Number of Shares Available. The maximum number of shares of Common Stock which are available for granting Options hereunder shall be 2,800,000 (subject to adjustment as provided below in Section 3.3 and in Article VII hereof).”