-----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, IZImyzz92Ry0osAr7N2AjYqrjS9mZFRWLShDvhwkPm5lGtJ4HUjZwMKT8vWXwG17 tKBWi7fVPSn7Zyw4zyKl8g== 0000892569-96-001878.txt : 19960923 0000892569-96-001878.hdr.sgml : 19960923 ACCESSION NUMBER: 0000892569-96-001878 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960920 EFFECTIVENESS DATE: 19960920 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CKE RESTAURANTS INC CENTRAL INDEX KEY: 0000919628 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330602639 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 002-86142-01 FILM NUMBER: 96632641 BUSINESS ADDRESS: STREET 1: 1200 N HARBOR BLVD CITY: ANAHEIM STATE: CA ZIP: 92801 BUSINESS PHONE: 7147745796 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 AS FILED 1 As filed with the Securities and Exchange Commission on September 20, 1996 Registration No. 2-86142-01 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------------- CKE RESTAURANTS, INC. (Exact name of issuer as specified in its charter) DELAWARE 33-0602639 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 NORTH HARBOR BOULEVARD ANAHEIM, CALIFORNIA 92801 (Address of principal executive offices) AMENDED AND RESTATED KEY EMPLOYEE STOCK OPTION PLAN (Full title of the plan) Robert A. Wilson, Esq. Vice President and General Counsel CKE Restaurants, Inc. 1200 North Harbor Boulevard Anaheim, California 92801 (Name and address of agent for service) (714) 774-5796 (Telephone number, including area code, of agent for service) Copy to: C. Craig Carlson, Esq. J. Michael Vaughn, Esq. Stradling, Yocca, Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 =============================================================================== 2 On June 20, 1994, the shareholders of Carl Karcher Enterprises, Inc., a California corporation and the predecessor of the Registrant ("Enterprises"), approved a reorganization transaction as a result of which Enterprises was succeeded by the Registrant for the purpose of changing its form of organization. The reincorporation was effected by a merger of CKE Food Services, Inc. with and into Enterprises on June 20, 1994. CKE Food Services, Inc. was organized as a wholly-owned subsidiary of the Registrant, a Delaware corporation, solely for the purpose of effecting the reorganization. At the effective time of the merger, the separate corporate existence of CKE Food Services, Inc. ceased, and Enterprises survived the merger as a wholly-owned subsidiary of the Registrant. The Registrant has assumed all of the obligations of Enterprises, its predecessor, under the Amended and Restated Key Employee Stock Option Plan. The registration statement of Enterprises on Form S-8, Registration No. 2-86142 (the "Registration Statement"), relating to 1,500,000 shares of Common Stock of Enterprises (as adjusted for stock splits) offered pursuant to such plan, was filed with the Commission on August 26, 1983. In accordance with Rule 414 under the Securities Act of 1933, the Registrant hereby adopts said Registration Statement of Enterprises as the Registrant's own registration statement for all purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 1996. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended May 20, 1996. (c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Report referred to in (a) above. (d) The description of the Registrant's Common Stock that is contained in the Registrant's Registration Statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or 3 supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") provides for the indemnification of directors and officers under certain circumstances, as therein set forth. The Registrant's Bylaws provides that the Registrant shall indemnify its officers and directors in the manner and to the fullest extent permitted by the Delaware Law. The Bylaws also permit the Registrant to enter into indemnification agreements with any one or more of its directors, officers, employees and agents upon the approval of the Registrant's Board of Directors. In addition, the Registrant's Certificate of Incorporation provides that, pursuant to the Delaware Law, the Registrant's directors shall not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision in the Certificate of Incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under the Delaware Law. This provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or federal environmental laws. The Certificate of Incorporation further provides that the Registrant shall indemnify its directors and officers in the manner and to the fullest extent permitted by the Delaware Law, and requires the Registrant to advance litigation expenses under certain circumstances. The Certificate of Incorporation also provides that the indemnification provided therein shall not be deemed to be exclusive of any other rights to which any person seeking indemnification from the Registrant may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise. The above discussion of the Registrant's Bylaws and Certificate of Incorporation and of the Delaware Law is not intended to be exhaustive and is respectively qualified in its entirety by such Bylaws and Certificate of Incorporation and the Delaware Law. Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. 2 4 Item 8. Exhibits. -------- The following exhibits are filed as part of this Registration Statement:
Number Description ------ ----------- 23.1 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to the consolidated financial statements of the Registrant. 23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to the consolidated financial statements of Summit Family Restaurants Inc. 24.1 Power of Attorney (included on signature page to the Registration Statement at page S-1).
Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to 3 5 Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Anaheim, State of California on the 20th day of September, 1996. CKE RESTAURANTS, INC. By: /s/ WILLIAM P. FOLEY II ------------------------------ William P. Foley II Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of CKE Restaurants, Inc., do hereby constitute and appoint William P. Foley II, Robert A. Wilson and Joseph N. Stein, and each of them, our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ WILLIAM P. FOLEY II - ----------------------------------- Chairman of the Board September 20, 1996 William P. Foley II of Directors and Chief Executive Officer (Principal Executive Officer) /s/ JOSEPH N. STEIN - ----------------------------------- Chief Financial Officer September 20, 1996 Joseph N. Stein (Principal Financial Officer) /s/ JOHN C. FULLER - ----------------------------------- Controller September 20, 1996 John C. Fuller (Principal Accounting Officer)
S-1 7 /s/ PETER CHURM - ----------------------------------- Director September 20, 1996 Peter Churm /s/ CARL L. KARCHER - ----------------------------------- Director September 20, 1996 Carl L. Karcher /s/ CARL N. KARCHER - ----------------------------------- Director September 20, 1996 Carl N. Karcher /s/ DANIEL D. (RON) LANE - ----------------------------------- Vice Chairman of the Board September 20, 1996 Daniel D. (Ron) Lane /s/ FRANK P. WILLEY - ----------------------------------- Director September 20, 1996 Frank P. Willey /s/ W. HOWARD LESTER - ----------------------------------- Director September 20, 1996 W. Howard Lester
S-2 8 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number - ------ ----------- ----------- 23.1 Consent of KPMG Peat Marwick LLP, independent -- auditors, with respect to the consolidated financial statements of the Registrant 23.2 Consent of KPMG Peat Marwick LLP, independent -- auditors, with respect to the consolidated financial statements of Summit Family Restaurants Inc. 24.1 Power of Attorney (included on signature page to the -- Registration Statement at page S-1).
EX-23.1 2 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 [KPMG PEAT MARWICK LLP LETTERHEAD] CONSENT OF INDEPENDENT AUDITORS The Board of Directors CKE Restaurants, Inc.: We consent to the use of our report relating to CKE Restaurants, Inc. dated March 19, 1996, on Form S-8 of CKE Restaurants, Inc. incorporated herein by reference. KPMG PEAT MARWICK LLP Orange County, California September 20, 1996 EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Summit Family Restaurants, Inc.: We consent to the use of our report relating to Summit Family Restaurants, Inc. dated November 3, 1995, except as to Note 15 which is as of May 16, 1996 on Form S-8 of CKE Restaurants, Inc. incorporated herein by reference. KPMG PEAT MARWICK LLP Salt Lake City, Utah September 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----