-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WrIJzGDwsGKhh+DxCOM6MXqt8aaskVtqjjZ4OrHLEu532tXJAKaBMkHUZASBT3QA wKhBgNSgfOvwaDLzh2ZIbA== 0001157523-05-002076.txt : 20050302 0001157523-05-002076.hdr.sgml : 20050302 20050301182252 ACCESSION NUMBER: 0001157523-05-002076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050301 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEESECAKE FACTORY INCORPORATED CENTRAL INDEX KEY: 0000887596 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 510340466 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20574 FILM NUMBER: 05651836 BUSINESS ADDRESS: STREET 1: 26950 AGOURA RD CITY: CALABASAS HILLS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188809323 MAIL ADDRESS: STREET 1: 26950 AGOURA RD STREET 2: 26950 AGOURA RD CITY: CALABASAS HILLS STATE: CA ZIP: 91301 8-K 1 a4833571.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): February 28, 2005 THE CHEESECAKE FACTORY INCORPORATED (Exact Name of Registrant as Specified in its Charter) Delaware 0-20574 51-0340466 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (b) Effective February 28, 2005, Michael J. Dixon, Senior Vice President and Chief Financial Officer of the Company resigned his position as principal accounting officer. (c) At a regularly scheduled meeting of the Company's Board of Directors on February 28, 2005 and concurrent with Mr. Dixon's resignation as the Company's principal accounting officer, Cheryl Slomann, age 39, was appointed as the Company's principal accounting officer effective February 28, 2005 to serve at the pleasure of the Company's Board of Directors. Ms. Slomann served as the Company's controller since April 2004. From 1998 until joining the Company, Ms. Slomann was employed by QAD Inc. as Vice President, Corporate Finance and Treasurer. Ms. Slomann has not entered into a written employment agreement with the Company. Her compensation includes an annual base salary of $160,000. In addition, she is eligible to receive bonuses under the Company's Annual Performance Incentive Plan, to receive stock option grants under the Company's stock incentive plans, and to participate in the Company's other insurance and employee benefit plans. The Board of Directors has also approved an indemnification agreement with Ms. Slomann pursuant to which the Company has agreed, subject to certain conditions, to indemnify her against certain liabilities and expenses relating to her service as an officer of the Company. SECTION 7 - REGULATION FD ITEM 7.01 REGULATION FD DISCLOSURE On March 1, 2005, The Cheesecake Factory Incorporated issued a press release announcing that Company management will present at the Bear Stearns Eleventh Annual Retail, Restaurants & Apparel Conference in New York on March 8, 2005. 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 March 1, 2005 titled "The Cheesecake Factory to Present at the Bear Stearns Conference." 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: March 1, 2005 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 March 1, 2005 titled "The Cheesecake Factory to Present at the Bear Stearns Conference." 4 EX-99.1 2 a4833571ex991.txt PRESS RELEASE Exhibit 99.1 The Cheesecake Factory to Present at the Bear Stearns Conference CALABASAS HILLS, Calif.--(BUSINESS WIRE)--March 1, 2005--The Cheesecake Factory Incorporated (Nasdaq:CAKE) will be presenting at the Bear Stearns Eleventh Annual Retail, Restaurants & Apparel Conference in New York on Tuesday, March 8, 2005 at 11:15 a.m. Eastern Time. Investors may listen to the presentation live through the Internet by selecting the "Audio Webcasts" option under the "Investor" section of the Company's Web site located at http://www.thecheesecakefactory.com. An archived webcast will also be available for thirty days following the presentation. The Cheesecake Factory Incorporated operates 88 upscale, casual dining restaurants under The Cheesecake Factory(R) name that offer an extensive menu of more than 200 items with an average check of approximately $16.60. The Company also operates a bakery production facility that produces 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 five upscale casual dining restaurants under the Grand Lux Cafe(R) name; one self-service, limited menu "express" foodservice operation under The Cheesecake Factory Express(R) mark inside the DisneyQuest(R) family entertainment center in Orlando, Florida; and licenses three bakery cafe outlets to another foodservice operator under The Cheesecake Factory Bakery Cafe(R) name. CONTACT: Cheesecake Factory Incorporated Jane Vallaire, 818-871-3000 -----END PRIVACY-ENHANCED MESSAGE-----