8-K 1 a4762555.txt CHEESECAKE FACTORY 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): November 9, 2004 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 of incorporation) Identification No.) 26950 Agoura 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): |_| 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 240.14.d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS On November 9, 2004, the Board of Directors of The Cheesecake Factory Incorporated, a Delaware Corporation, (the "Company") declared a three-for-two stock split of its Common Stock, to be effected in the form of a 50 percent stock dividend, payable December 8, 2004. Stockholders of record as of November 23, 2004 will receive one additional share for every two shares held on that date. Cash will be paid in lieu of fractional shares. A copy of the press release is attached as Exhibit 99.1. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release dated November 9, 2004 entitled "The Cheesecake Factory Announces a Three-for-Two Stock Split." 2 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: November 9, 2004 THE CHEESECAKE FACTORY INCORPORATED By: /s/ MICHAEL J. DIXON ---------------------------------- Michael J. Dixon Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Description ----------------- ----------------------------------------------------------- 99.1 Press Release dated November 9, 2004 entitled "The Cheesecake Factory Announces a Three-for-Two Stock Split." 4