NT 10-K 1 a05460ntnt10vk.htm FORM NT 10-K nt10vk
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

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SEC FILE NUMBER
1-11313

CUSIP NUMBER
12561E105



(Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR

         
 
  For Period Ended: January 31, 2005
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

CKE Restaurants, Inc.


Full Name of Registrant


Former Name if Applicable

6307 Carpinteria Avenue, Ste. A


Address of Principal Executive Office (Street and Number)

Carpinteria, California 93013


City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

         
  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

     As discussed in greater detail in the Registrant’s Current Report on Form 8-K filed on April 15, 2005, as with many other companies in the restaurant industry, the Registrant is unable, without unreasonable effort and expense, to file its Annual Report on Form 10-K for the fiscal year ended January 31, 2005 on a timely basis because, after consultation with its

     
SEC 1344 (07-03)
  Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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independent registered public accounting firm and its audit committee, the Registrant requires time to incorporate the views expressed by the Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”) on February 7, 2005, in a letter to the American Institute of Certified Public Accountants regarding certain operating lease accounting issues and their application under generally accepted accounting principles. The Annual Report on Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date, and will include a restatement of the Registrant’s consolidated financial statements for prior periods. Please see the Form 8-K referenced above for more information.

PART IV – OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this notification

         
Ted Abajian   (805)   745-7500
         
(Name)   (Area Code)   (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 Yes            No of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No o
 
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes x No o

    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
    As discussed in Part III above, in its Annual Report on Form 10-K for the fiscal year ended January 31, 2005, the Registrant will restate its financial results for prior periods. However, the aggregate impact of the restatement to fiscal years 2004 and 2005, and to the fourth fiscal quarters of 2004 and 2005, is for the Registrant to record a charge of approximately $250,000 in the fourth quarter of fiscal 2005 to account for an increase in accrued rent expense for the Company’s 2003, 2004 and 2005 fiscal years. The Registrant expects that its earnings statement as of the fiscal year and quarter ended January 31, 2005, will report a significant change in results of operations from the corresponding periods of its prior fiscal year because in the fourth quarter of its last fiscal year the Registrant recorded an impairment charge of approximately $34.1 million, representing the write-down all of the goodwill of its La Salsa restaurants acquired in 2002, and recorded facility action charges of approximately $15.5 million relating primarily to the closure of specific Hardee’s restaurants, the Registrant expects that its earnings statement as of the fiscal year and quarter ended January 31, 2005, will report a significant change in results of operations from the corresponding periods for its last fiscal year.

CKE Restaurants, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date April 18, 2005                     By /s/ Theodore Abajian

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18U.S.C. 1001).

GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

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3.   A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4.   Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5.   Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

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