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".