-----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, Kh7a25j2fKvSoj622/LQamUmYFKe6wdj2s8T+3LobLe2DRxy747CllduMwwgkBwO coCfGvpg/+XcjlQ6Me7nhQ== 0001157523-05-003034.txt : 20050404 0001157523-05-003034.hdr.sgml : 20050404 20050404060517 ACCESSION NUMBER: 0001157523-05-003034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 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: 05727523 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 a4855919.txt CHESSECAKE FACTORY 8K 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): April 1, 2005 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 3 - SECURITIES AND TRADING MARKETS ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING (a) On April 1, 2005, The Cheesecake Factory Incorporated received notice from the Nasdaq Stock Market that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) due a filing delinquency of its Annual Report on Form 10-K with the Securities and Exchange Commission. For further details regarding this notice, please refer to the Company's press release dated April 4, 2004 which is included in this Current Report on Form 8-K as an exhibit under Section 9, Item 9.01 (c). The Company is filing its Annual Report on Form 10-K with the Securities and Exchange Commission on April 4, 2005. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release dated April 4, 2005 entitled "The Cheesecake Factory Receives Notice of Potential Delisting from Nasdaq Due to Late Filing of Form 10-K; Company to File Form 10-K on April 4, 2005". 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: April 4, 2005 THE CHEESECAKE FACTORY INCORPORATED By: /s/ MICHAEL J. DIXON -------------------------------- Michael J. Dixon Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Description - --------------------- -------------------------------------------------------- 99.1 Press Release dated April 4, 2005 entitled "The Cheesecake Factory Receives Notice of Potential Delisting from Nasdaq Due to Late Filing of Form 10-K; Company to File Form 10-K on April 4, 2005". EX-99.1 2 a4855919ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 The Cheesecake Factory Receives Notice of Potential Delisting from Nasdaq Due to Late Filing of Form 10-K Company to File Form 10-K on April 4, 2005 CALABASAS HILLS, Calif.--April 4, 2005--The Cheesecake Factory Incorporated (Nasdaq:CAKE) today announced that on April 1, 2005, the Company received notice from the Nasdaq Stock Market that it is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) due to a filing delinquency of its Annual Report on Form 10-K with the Securities and Exchange Commission. Due to this delinquency, the Company's securities face potential delisting from the Nasdaq Stock Market at the opening of business on April 12, 2005 should the Company remain delinquent at that time. Also, as a result of the filing delinquency, should the Company remain delinquent on April 4, 2005, the Company's trading symbol for its securities will be changed from "CAKE" to "CAKEE" at the opening of business on April 5, 2005. The Company is filing its Annual Report on Form 10-K with the Securities and Exchange Commission on April 4, 2005. 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 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. The Cheesecake Factory Incorporated operates 92 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: The Cheesecake Factory Incorporated Jane Vallaire, 818-871-3000 -----END PRIVACY-ENHANCED MESSAGE-----