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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
March 5, 2007

THE CHEESECAKE FACTORY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-20574	51-0340466
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

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 (see General Instruction A.2. below):

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

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

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

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

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02             DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 6, 2007, the Compensation Committee and Board of Directors of the Company approved a performance incentive target for fiscal 2007 under the Company’s Amended and Restated Performance Incentive Plan (the “Plan”) for executive officers and other corporate employees based upon the Company achieving a specified level of consolidated income from operations and subject to specified potential adjustments. The performance incentive target for The Cheesecake Factory Bakery Incorporated, a wholly owned subsidiary of the Company, also requires achievement of a specified level of operating profit of the bakery division.

Participants will have the opportunity to earn a performance achievement bonus if the Company achieves at least 95% of its performance incentive target for the year.  For fiscal 2007, the potential percentage of salary payable to an executive officer as a performance achievement bonus under the Plan ranges from 18% to 60% of base salary, depending upon the level of the Company’s achievement of its performance incentive target (from 95% to 105%) and the executive officer’s position in the Company.  The maximum performance achievement bonuses payable under the Plan to the executive officers of the Company if the performance incentive target is achieved at the highest level are as follows:

	MAXIMUM POTENTIAL BONUS
David Overton,	$	439,200
Chairman and Chief Executive Officer
The Cheesecake Factory Incorporated
Michael J. Dixon	$	148,800
Senior Vice President and Chief Financial Officer
The Cheesecake Factory Incorporated
Debby R. Zurzolo	$	193,050
Executive Vice President. General Counsel and Secretary
The Cheesecake Factory Incorporated
Max S. Byfuglin	$	170,100
President
The Cheesecake Factory Bakery Incorporated

There is no assurance that the Company will achieve the performance incentive targets established by the Compensation Committee in any fiscal year.  At least 95% of the performance achievement target must be achieved in fiscal 2007 in order for any performance achievement bonuses to be payable under the Plan.

The Company’s stockholders approved the material terms of the performance incentive goals under the Plan at the 2005 Annual Meeting of Stockholders.

On March 6, 2007, the Compensation Committee and Board of Directors of the Company approved additional compensation to be paid to Peter D’Amelio, Max S. Byfuglin and Debby R. Zurzolo in the amount of $56,300, $45,300 and $29,300, respectively, to cover the estimated personal tax liability and applicable interest due under Internal Revenue Code Section 409A for misdated stock option grants that were exercised in fiscal 2006.

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SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors of the Company amended Sections 5.1, 5.2 and 5.3 of the Company’s By-laws, effective March 6, 2007, in order to include specific references in those sections to uncertificated shares in light of a recent Securities and Exchange Commission rule change requiring securities listed on The Nasdaq Stock Market to be eligible for a direct registration system.  The full text of these sections, as amended, is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

SECTION 8 — OTHER EVENTS

ITEM 8.01         OTHER EVENTS

In a press release dated March 6, 2007, The Cheesecake Factory Incorporated announced the opening of its ninth Grand Lux Cafe at the Aventura Mall in Aventura, Florida on March 5, 2007.  The restaurant contains approximately 10,400 square feet and 300 seats.

The full text of this press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

In a press release dated March 7, 2007, The Cheesecake Factory Incorporated announced that the Company’s Board of Directors approved an increase of 10 million shares in the share repurchase authorization of the Company’s common stock.  The additional authorization supplements the existing six million shares previously authorized by the Board of Directors.  With approximately 2.4 million shares remaining under the previous authorization, the aggregate available authorization now totals approximately 12.4 million shares.  The Company also announced that it intends to enter into an agreement to repurchase $200 million of its shares of common stock through a broker-dealer in an accelerated share repurchase (ASR) transaction.

The Company initially intends to fund the share repurchase with cash on hand and a temporary credit facility in the amount of $150 million.  The Company plans to secure a revolving credit facility in the amount of $200 million to replace this temporary credit facility, its current $35 million credit facility and to be available to the Company for other purposes.  As of January 2, 2007, the Company had cash and marketable securities of approximately $134 million and no funded debt on its balance sheet.

The full text of this press release is attached as Exhibit 99.3 to this report and is herein incorporated by reference.

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SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1	Sections 5.1, 5.2 and 5.3 of the Company’s By-laws, as amended
99.2	Press release dated March 6, 2007 entitled, “The Cheesecake Factory Opens Grand Lux Cafe in Aventura, Florida”
99.3	Press release dated March 7, 2007 entitled, “The Cheesecake Factory Announces Additional 10 Million Share Repurchase Authorization; Company to Obtain $200 Million in Financing to Support Repurchase”

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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.

Date:       March 8, 2007 THE CHEESECAKE FACTORY INCORPORATED

By:	/s/ MICHAEL J. DIXON
	Michael J. Dixon Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Sections 5.1, 5.2 and 5.3 of the Company’s By-laws, as amended
99.2	Press release dated March 6, 2007 entitled, “The Cheesecake Factory Opens Grand Lux Cafe in Aventura, Florida”
99.3	Press release dated March 7, 2007 entitled, “The Cheesecake Factory Announces Additional 10 Million Share Repurchase Authorization; Company to Obtain $200 Million in Financing to Support Repurchase”

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EX-99.1

Exhibit 99.1

Resolutions Re Amendment of Bylaws

WHEREAS, pursuant to Section 109(a) of the Delaware General Corporation Law, Article Seventh of the Company’s Certificate of Incorporation confers upon the Board of Directors the power to alter, amend or repeal the Bylaws of the Company;

WHEREAS, the Board of Directors has determined that it is in the best interests of the Company and its stockholders to amend Sections 5.1, 5.2 and 5.3 of the Company’s Bylaws.

NOW, THEREFORE, BE IT RESOLVED, that Sections 5.1, 5.2 and 5.3 of the Company’s Bylaws be, and hereby are amended to read in their entirety as follows:

5.1   Form of Certificates; Uncertificated Stock.   Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed, in the name of the Corporation, by: (a) the Chairman of the Board of Directors, the President or a Vice President; and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any or all of the signatures 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, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Any stock certificate shall also contain such legend or other statement as may be required by law or by any agreement between the Corporation and the issuee thereof.

5.2   Lost Certificates.   The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

5.3   Transfers.   Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation and, if represented by a certificate, only by the person named in the certificate or by his or her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate or uncertificated shares shall be issued.

RESOLVED FURTHER, that the Secretary of the Company be, and hereby is, authorized and directed to compile a copy of the Bylaws as amended and to place a certified copy of them in the minute book of the Company.

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I HEREBY CERTIFTY that the foregoing is a full and complete copy of the Resolution Re Amendment of Bylaws of The Cheesecake Factory Incorporated, a Delaware corporation, as in effect on the date hereof.

Dated:   March 6, 2007

/s/ Debby Zurzolo

Debby Zurzolo

Secretary of The Cheesecake Factory Incorporated

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EX-99.2

EXHIBIT 99.2

PRESS RELEASE

THE CHEESECAKE FACTORY OPENS
GRAND LUX CAFE IN AVENTURA, FLORIDA

FOR IMMEDIATE RELEASE	CONTACT:   JILL PETERS
	(818) 871-3000

Calabasas Hills, CA — March 6, 2007 — The Cheesecake Factory Incorporated (Nasdaq: CAKE) today announced the opening of its ninth Grand Lux Cafe at the Aventura Mall in Aventura, Florida on March 5, 2007.  The restaurant contains approximately 10,400 square feet and 300 seats.

“The Grand Lux Cafe in Aventura marks our first new restaurant opening of fiscal 2007 and the first of as many as five to six new Grand Lux Cafe restaurants to open this year.  The Miami market has proven itself to be a high demand market for upscale, casual dining.  Our strategy of placing Grand Lux Cafes in established Cheesecake Factory markets such as this is helping to build a strong, solid following for Grand Lux Cafe,” said David Overton, Chairman and CEO.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated operates 123 upscale, casual dining restaurants under The Cheesecake Factoryâ name that offer an extensive menu of more than 200 items with an average check of approximately $17.50.  The Company also operates two bakery production facilities that produce over 50 varieties of quality cheesecakes and other baked products for the Company’s restaurants and for other leading foodservice operators, retailers and distributors.  Additionally, the Company operates nine upscale, casual dining restaurants under the Grand Lux Cafeâ name; one self-service, limited menu “express” foodservice operation under The Cheesecake Factory Expressâ mark inside the DisneyQuestâ family entertainment center in Orlando, Florida; and licenses two bakery cafe outlets to another foodservice operator under The Cheesecake Factory Bakery Cafeâ name.  For more information about The Cheesecake Factory Incorporated, please visit thecheesecakefactory.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.  Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements.  Forward-looking statements regarding the number and timing of the Company’s planned new restaurant openings are subject to risks and uncertainties due to factors outside of the

Company’s control, including factors that are under the control of government agencies, landlords and others.  Forward-looking statements speak only as of the dates on which they were made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by securities laws.  Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the Securities and Exchange Commission.

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EX-99.3

EXHIBIT 99.3

PRESS RELEASE

THE CHEESECAKE FACTORY ANNOUNCES ADDITIONAL
10 MILLION SHARE REPURCHASE AUTHORIZATION
Company to Obtain $200 Million in Financing to Support Repurchase

FOR IMMEDIATE RELEASE	CONTACT:   JILL PETERS
	(818) 871-3000

Calabasas Hills, CA — March 7, 2007— The Cheesecake Factory Incorporated (Nasdaq: CAKE) today announced that the Company’s Board of Directors has approved an increase of 10 million shares in the share repurchase authorization of the Company’s common stock.  The additional authorization supplements the existing six million shares previously authorized by the Board of Directors.  With approximately 2.4 million shares remaining under the previous authorization, the aggregate available authorization now totals approximately 12.4 million shares.  The Company also announced that it intends to enter into an agreement to repurchase $200 million of its shares of common stock through a broker-dealer in an accelerated share repurchase (ASR) transaction.

The Company initially intends to fund the share repurchase with cash on hand and a temporary credit facility in the amount of $150 million.  The Company plans to secure a revolving credit facility in the amount of $200 million to replace this temporary credit facility, its current $35 million credit facility and to be available to the Company for other purposes.  As of January 2, 2007, the Company had cash and marketable securities of approximately $134 million and no funded debt on its balance sheet.

“Management and our Board are confident about the strength of The Cheesecake Factory and Grand Lux Cafe concepts, and the long-term growth prospects of our Company. The ASR and associated credit facility is an effective method for us to return capital to our shareholders, leverage our balance sheet and reduce our overall cost of capital,” said David Overton, Chairman and CEO.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated operates 123 upscale, casual dining restaurants under The Cheesecake Factoryâ name that offer an extensive menu of more than 200 items with an average check of approximately $17.50.  The Company also operates two bakery production facilities that produce over 50 varieties of quality cheesecakes and other baked products for the Company’s restaurants and for other leading foodservice operators, retailers and distributors.  Additionally, the Company operates nine upscale, casual dining restaurants under the Grand Lux Cafeâ name; one self-service, limited menu “express” foodservice operation

under The Cheesecake Factory Expressâ mark inside the DisneyQuestâ family entertainment center in Orlando, Florida; and licenses two bakery cafe outlets to another foodservice operator under The Cheesecake Factory Bakery Cafeâ name. For more information about The Cheesecake Factory Incorporated, please visit thecheesecakefactory.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the Company’s plans to effect and fund an accelerated share repurchase and its belief regarding the effects of a repurchase of its shares.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.  Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements.  The Company’s ability to repurchase its shares is subject to the negotiation and execution of definitive agreements acceptable to it with respect to the share repurchase and the related financing.  The Company’s ability to do so is subject to a variety of risks and uncertainties, some of which are beyond its control.  Forward-looking statements speak only as of the dates on which they were made.  The Company undertakes no obligation to update publicly or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws.  Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements contained in the Company’s filings with the Securities and Exchange Commission.

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