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) April 13, 2006

CKE RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11313	33-0602639
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6307 Carpinteria Ave., Ste. A, Carpinteria, California	93013
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 745-7500

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 99.1

Item 1.01      Entry into a Material Definitive Agreement.

     CKE Restaurants, Inc. (the “Company”) has entered into an agreement dated April 13, 2006 (the “Agreement”) with Matthew Goldfarb, pursuant to which the Company’s Board of Directors has appointed Mr. Goldfarb to the Board of Directors effective at the next regularly scheduled Board of Directors’ meeting, presently anticipated to be held on June 27, 2006, to fill the vacancy left by the resignation of Douglas Ammerman, whose term expires at the 2007 Annual Meeting of Stockholders. Mr. Goldfarb is a director and senior investment analyst at Pirate Capital LLC.

     The Agreement further provides that Mr. Goldfarb will tender his resignation from the Board of Directors at such time as either (i) Pirate Capital LLC and its affiliates own, in the aggregate, less than five percent (5%) of the Company’s outstanding Common Stock (for reasons other than dilution caused by the Company’s issuance of new securities), or (ii) Mr. Goldfarb is no longer affiliated with Pirate Capital LLC.

     Additionally, Mr. Goldfarb has represented that Pirate Capital LLC and its affiliates will vote at the Company’s 2006 Annual Meeting of Stockholders for the slate of nominees for directors approved by the Board of Directors (as described in Item 5.02 below).

     The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1, and is hereby incorporated by reference.

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     On April 11, 2006, the Board of Directors approved a slate of nominees for directors to be elected by the stockholders of the Company at the 2006 Annual Meeting of Stockholders, presently anticipated to be held on June 27, 2006. Messrs. Jerry Rubinstein, Daniel E. Ponder, Jr. and Carl Leo Karcher were approved as nominees to stand for election as directors, each to hold office for a three-year term expiring in 2009.

     Please see the disclosure set forth under Item 1.01 regarding the appointment of Matthew Goldfarb to the Board of Directors, which is incorporated by reference into this Item 5.02. Any committee assignments for Mr. Goldfarb will be determined by the Board of Directors at future meetings of the Board of Directors.

Item 7.01      Regulation FD Disclosure

     On April 17, 2006, the Company issued a press release announcing the appointment of Mr. Goldfarb to the Board of Directors effective at the next regularly scheduled Board of Directors’ meeting (as described in Item 1.01 above). The press release is attached hereto as Exhibit 99.1, and is hereby incorporated by reference. This information, including Exhibit 99.1, shall be deemed to be “furnished” in accordance with SEC release numbers 33-8216 and 34-47583.

Item 9.01      Financial Statements and Exhibits

(c) Exhibits

10.1       Agreement, dated April 13, 2006, between CKE Restaurants, Inc. and Matthew Goldfarb

99.1       Press Release, dated April 17, 2006, issued by CKE Restaurants, Inc.

SIGNATURE

     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.

	CKE RESTAURANTS, INC.
Date: April 18, 2006	/s/ Theodore Abajian
	Theodore Abajian
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement, dated April 13, 2006, between CKE Restaurants, Inc. and Matthew Goldfarb
99.1	Press Release, dated April 17, 2006, issued by CKE Restaurants, Inc.

EX-10.1

EXHIBIT 10.1

E. MICHAEL MURPHY
Executive Vice President &
General Counsel

April 13, 2006

via Email

Mr. Matt Goldfarb
Pirate Capital LLC
200 Connecticut Avenue, 4^th Floor
Norwalk, Connecticut 06854

Dear Matt:

     As Byron Allumbaugh and I have previously mentioned to you, the members of the Board of Directors of CKE Restaurants, Inc. (the “Company”) who have had the opportunity to meet you have been very impressed with you as a person, and as a prospective Board member. We also are of the belief that you can bring added value to the Board.

     Accordingly, I am pleased to advise you that, subject to the affirmation requested below, the Board has unanimously agreed to appoint you to the Board on the following basis: (i) you will fill the vacancy left by the resignation of Douglas Ammerman; (ii) your appointment will be effective at the next regularly scheduled Board of Directors’ meeting presently anticipated to be June 27, 2006; and (iii) since Mr. Ammerman’s term expires at the time of the Company’s 2007 Annual Stockholders’ meeting, you will be up for reelection at that time.

     This agreement is conditioned upon your affirmation of the following representations by you:

1.	You will exercise your fiduciary duties as a Board member in the best interests of all of the stockholders, and not in the interests of just one stockholder, or a group of select stockholders.
2.	You will personally exercise your fiduciary duties, and you will not act on behalf, or operate at the direction, of any person or persons.
3.	At such time as either (i) Pirate Capital LLC and its affiliates own, in the aggregate, less than five percent of the Company’s outstanding Common Stock (for reasons other than dilution caused by the Company’s issuance of new securities) or (ii) you are no longer affiliated with Pirate Capital LLC, you will tender your resignation as a director. The Board will have the opportunity, but not the obligation, to accept this resignation.
4.	Pirate Capital LLC and its affiliates will vote at the Company’s 2006 Annual Stockholders’ meeting for the Company’s slate of three directors (Messrs. Jerry Rubinstein, Dan Ponder and Carl Leo Karcher).

Carl’s Jr.      •      Hardee’s      •      Green Burrito      •      La Salsa

Mr. Matt Goldfarb
Pirate Capital LLC
April 13, 2006
Page 2

     Upon your execution of this letter in the place provided below, affirming the above representations, the Company’s agreement to appoint you to the Board as described above shall be effective. In closing, I would like to note that the Board sincerely looks forward to your participation.

	Very truly yours,
	CKE Restaurants, Inc.
	By:	/s/ E. Michael Murphy
		E. Michael Murphy,
		Executive Vice President
Affirmed:
/s/ Matthew Goldfarb
Matt Goldfarb

EX-99.1

EXHIBIT 99.1

Contact:      John Beisler
Vice President — Investor Relations
CKE Restaurants, Inc.
805-745-7750

CKE RESTAURANTS, INC. ANNOUNCES APPOINTMENT OF MATTHEW GOLDFARB
TO THE BOARD OF DIRECTORS

     CARPINTERIA, Calif. — April 17, 2006 — CKE Restaurants, Inc. (NYSE: CKR) announced today the appointment of Matthew Goldfarb to the Board of Directors, filling the seat of Douglas Ammerman, who announced his resignation in January 2006 and whose term expires at the 2007 annual shareholders’ meeting.

     Mr. Goldfarb is a director and senior investment analyst at Pirate Capital LLC, a significant stockholder of the Company. This appointment is pursuant to an agreement, a copy of which is attached to the Company’s Form 8-K filed in conjunction with this release.

     Mr. Byron Allumbaugh, Chairman of the Board of Directors of the Company, stated that “The Company is pleased with this appointment and believes Mr. Goldfarb will be a positive addition to the Board of Directors as the Company continues to execute its plans to generate growth and create value for all stockholders. The Company’s management outlined these strategic plans in its recent earnings conference call and in the script attached to its recent 8-K filing.”

     Mr. Goldfarb said, “I believe the management of CKE has done an outstanding job of bringing the Company to where it is today and positioning it for further success, and look forward to making a valuable contribution to the continued success of the Company.”

CKE Restaurants, Inc. Announces Appointment to Board of Directors
Page 2 of 2

     Mr. Goldfarb’s appointment will be effective as of the next regularly scheduled Board meeting, which is expected to be in late June. See the Company’s Form 8-K filed in conjunction herewith.

     Andrew F. Puzder, President and Chief Executive Officer, said, “We’ve significantly improved CKE’s operating performance and balance sheet in recent years. Now, as we transition from our turnaround phase to a growth phase, we look forward to Mr. Goldfarb’s contributions to the Company’s future success.”

     As of the end of its fiscal 2006 fourth quarter, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,160 franchised or company-owned restaurants in 43 states and in 13 countries, including 1,049 Carl’s Jr. â restaurants, 1,993 Hardee’sâ restaurants and 102 La Salsa Fresh Mexican Grillâ restaurants.

SAFE HARBOR DISCLOSURE

     Matters discussed in this news release contain forward-looking statements relating to future plans and developments, financial goals and operating performance that are based on management’s current beliefs and assumptions. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company’s control and which may cause results to differ materially from expectations. Factors that could cause the Company’s results to differ materially from those described include, but are not limited to, whether or not restaurants will be closed and the number of restaurant closures, consumers’ concerns or adverse publicity regarding the Company’s products, the effectiveness of operating initiatives and advertising and promotional efforts (particularly at the Hardee’s brand), changes in economic conditions or prevailing interest rates, changes in the price or availability of commodities, availability and cost of energy, workers’ compensation and general liability premiums and claims experience, changes in the Company’s suppliers’ ability to provide quality and timely products to the Company, delays in opening new restaurants or completing remodels, severe weather conditions, the operational and financial success of the Company’s franchisees, franchisees’ willingness to participate in the Company’s strategies, the availability of financing for the Company and its franchisees, unfavorable outcomes in litigation, changes in accounting policies and practices, effectiveness of internal controls over financial reporting, new legislation or government regulation (including environmental laws), the availability of suitable locations and terms for the sites designated for development, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission.

     Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.