-----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, H7aTLwWAWdclsUUMHbsEhuaDvZM3MZylkqY4zQxvugHE1qz2XmMNW1RuUCw8GSxd 97EgC+zC+KIW/W2Ey2LVJg== 0000892569-96-001873.txt : 19960923 0000892569-96-001873.hdr.sgml : 19960923 ACCESSION NUMBER: 0000892569-96-001873 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-12399 FILM NUMBER: 96632763 BUSINESS ADDRESS: STREET 1: 1200 N HARBOR BLVD CITY: ANAHEIM STATE: CA ZIP: 92801 BUSINESS PHONE: 7147745796 S-8 1 CKE RESTAURANTS - FORM S-8 DATED 9-20-96 1 As Filed With the Securities and Exchange Commission on September 20, 1996 Registration No. 333-________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CKE RESTAURANTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0602639 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1200 NORTH HARBOR BOULEVARD, ANAHEIM, CALIFORNIA 92801 (Address of Principal Executive Offices) (Zip Code) CKE RESTAURANTS, INC. 1994 STOCK INCENTIVE 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
CALCULATION OF REGISTRATION FEE =========================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount To Be Offering Aggregate Offering Amount of To Be Registered Registered (1) Price Per Share (2) Price (2) Registration Fee =========================================================================================================================== Common Stock, 1,750,000 $30.44 $53,270,000 $18,368.97 $0.01 par value shares ===========================================================================================================================
(1) Includes such additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the CKE Restaurants, Inc. 1994 Stock Incentive Plan (the "Plan"). An aggregate of 1,750,000 shares issuable under the Plan were previously registered on Form S-8 (Registration No. 33-55337). (2) Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices reported by the New York Stock Exchange for the Common Stock on September 18, 1996, which was $30.44 per share. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement relates to the CKE Restaurants, Inc. 1994 Stock Incentive Plan (the "Plan"). The Plan was amended by the Registrant's Board of Directors on January 10, 1996, subject to stockholder approval, which was obtained at the Registrant's Annual Meeting of Stockholders held on June 19, 1996. As so amended, an additional 1,750,000 shares of Common Stock are available for grant under the Plan. Initially, an aggregate of 1,750,000 shares of Common Stock were available for grant or award under the Plan, and such 1,750,000 shares were registered on this form on September 1, 1994 (Registration No. 33-55337). This registration statement covers the additional 1,750,000 shares of Common Stock issuable under the Plan. Item 3. Incorporation of Documents by Reference. The following documents are incorporated herein by reference: (a) The contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-55337). Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement:
Number Description ------ ----------- 4.1 CKE Restaurants, Inc. 1994 Stock Incentive Plan, as amended by resolution of the Board of Directors of the Registrant on January 10, 1996, and approved by the stockholders of the Registrant on June 19, 1996. 5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to the consolidated financial statements of the Registrant. 23.3 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).
II-1 3 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 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 - -------------------------- of Directors and William P. Foley II Chief Executive Officer (Principal Executive Officer) /s/ JOSEPH N. STEIN Chief Financial Officer September 20, 1996 - -------------------------- (Principal Financial Officer) Joseph N. Stein /s/ JOHN C. FULLER Controller September 20, 1996 - -------------------------- (Principal Accounting Officer) John C. Fuller
S-1 4 /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/ H. HOWARD LESTER Director September 20, 1996 - -------------------------- H. Howard Lester
S-2 5 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number - ------- ----------- ----------- 4.1 CKE Restaurants, Inc. 1994 Stock Incentive Plan, as amended by resolution of the Board of Directors of the Registrant on January 10, 1996, and approved by the stockholders of the Registrant on June 19, 1996. ____ 5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. ____ 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5.1). ____ 23.2 Consent of KMPG Peat Marwick LLP, independent auditors, with respect to the consolidated financial statements of the Registrant. ____ 23.3 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-4.1 2 CKE RESTAURANTS, INC. 1994 STOCK INCENTIVE PLAN 1 EXHIBIT 4.1 CKE RESTAURANTS, INC. 1994 STOCK INCENTIVE PLAN SECTION 1. PURPOSE OF PLAN The purpose of this 1994 Stock Incentive Plan ("Plan") of CKE Restaurants, Inc., a Delaware corporation (the "Company"), is to enable the Company to attract, retain and motivate its employees by providing for or increasing the proprietary interests of such employees in the Company, and to enable the Company to attract, retain and motivate its non-employee directors and further align their interest with those of the shareholders of the Company by providing for or increasing the proprietary interest of such directors in the Company. SECTION 2. PERSONS ELIGIBLE UNDER PLAN Any person, including any director of the Company, who is an employee of the Company or any of its subsidiaries (an "Employee") shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder. Any director of the Company who is not an employee (a "Non-employee Director") shall automatically receive Non-employee Director Options (as hereinafter defined) pursuant to Section 4 hereof, but shall not otherwise participate in this Plan. SECTION 3. AWARDS (a) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with an Employee that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of Common Stock of the Company ("Common Shares") or (ii) a Derivative Security (as such term is defined in Rule 16a-l promulgated under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), as such Rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the "grant" of an "Award." (b) Awards are not restricted to any specified form or structure and may include, without limitation, sales or bonuses' of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, limited stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative. (c) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award. (d) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things: (i) a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Stock or other property issuable pursuant to such Award, or such recipient's tax withholding obligation with respect to such issuance, in whole or in part by any one or more of the following: (A) the delivery of cash; 1 2 (B) the delivery of other property deemed acceptable by the Committee; (C) the delivery of previously owned shares of capital stock of the Company (including "pyramiding") or other property; (D) a reduction in the amount of Common Shares or other property otherwise issuable pursuant to such Award; or (E) the delivery of a promissory note, the terms and conditions of which shall be determined by the Committee. (ii) a provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Committee, upon the occurrence of specified events, including, without limitation, a change of control of the Company, an acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 8 hereof; or (iii) a provision required in order for such Award to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (an "Incentive Stock Option"). (e) Notwithstanding Section 3(b), in the event any Award is made while this Plan is subject to Rule 16b-3 as in effect on April 30, 1991 and under which Common Shares are or may in the future be issued for any type of consideration other than as a bonus without the payment of any consideration, the amount of such consideration shall be equal to (i) the amount (such as par value) required to be received by the Company in order to assure compliance with applicable state law, or (ii) an amount equal to or greater than 50% of the fair market value of such shares on the date of grant of such Award. SECTION 4. NON-EMPL0YEE DIRECTOR OPTIONS (a) Each Non-employee Director who is a Non-employee Director on January 10, 1996, shall automatically be granted an option (a "Non-employee Director Option") to purchase 15,000 Common Shares. In Addition, each year, on the first business day following the date of the annual meeting of stockholders of the Company, or any adjournment thereof, at which directors of the Company are elected (the "Date of Grant"), each Non-employee Director shall be granted a Non-employee Director Option Non-employee to purchase the number of Common Shares as follows: each Non-employee Director shall receive an option to purchase 5,000 shares; each Non-employee Director member of the Executive Committee shall receive an option to purchase an additional 10,000 shares; and the Non-employee Chairman of the Board of Directors shall receive an option to purchase an additional 40,000 shares. (b) If, on any date upon which Non-employee Director Options are to be automatically granted pursuant to this Section 4, the number of Common Shares remaining available for options under this Plan is insufficient for the grant to each Non-employee Director of a Non-employee Director Option to purchase the entire number of Common Shares specified in this Section 4, then a Non-employee Director Option to purchase a proportionate amount of such available number of Common Shares (rounded to the nearest whole share) shall be granted to each Non-employee Director on such date. (c) Each Non-employee Director option granted under this Plan shall become exercisable for the first time to purchase 33 1/3% of the Common Shares subject thereto (rounded to the nearest whole share) on each of the first, second and third anniversaries of the Date of Grant of such Non-employee Director Option; provided that such Non-employee Director Option shall become fully exercisable on the date upon which the optionee shall cease to be a Non-employee Director as a result of death or total disability. (d) Each Non-employee Director Option granted under this Plan shall expire upon the first to occur of the following: (i) The first anniversary of the date upon which the optionee shall cease to be a Non-employee Director as a result of death or total disability; 2 3 (ii) The 90th day after the date upon which the optionee shall cease to be a Non-employee Director for any reason other than death or total disability as defined in Section 22(e) (3) Internal Revenue Code; (iii) The fifth anniversary of the Date of Grant of each Non-employee Director Option. (e) Each Non-employee Director Option shall have an exercise price equal to the greater of (i) the aggregate Fair Market Value on the Date of Grant of such option of the Common Shares subject thereto, or (ii) the aggregate par value of such Common Shares on such date. (f) Payment of the exercise price of any Non-employee Director Option granted under this Plan shall be made in full in cash concurrently with the exercise of such Non-employee Director Option; provided, however, that, in the discretion of the Board of Directors of the Company (the "Board"), the payment of such exercise price may instead be made: (i) in whole or in part, with Common Shares delivered concurrently with such exercise (such shares to be valued on the basis of the Fair Market Value of such shares on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring Common Shares; and/or (ii) in whole or in part, by the delivery, concurrently with such exercise and in accordance with Section 220.3(e) (4) of Regulation T promulgated under the Exchange Act, of a properly executed exercise notice for such Non-employee Director Option and irrevocable instructions to a broker promptly to deliver to the Company a specified dollar amount of the proceeds of a sale of or a loan secured by the Common Shares issuable upon exercise of such Non-employee Director Option. (g) For purposes of this Section 4, the "Fair Market Value" of a Common Share or other security on any date (the "Determination Date") shall be equal to the closing price per Common Share or unit of such other security on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share or unit of such other security on the business day immediately preceding the Determination Date on the New York Stock Exchange, or, if the Common Shares or such other security were not traded on the New York Stock Exchange or quoted by the National Association of Securities Dealers, Inc. Automated Quotation system or such other system then in use on such immediately preceding business day, the average of the closing bid and asked price on such day as furnished by a professional market maker making a market in the Common Shares or such other security selected by the Board. (h) All outstanding Non-employee Director Options theretofore granted under this Plan shall become fully exercisable upon the first to occur of the following: (i) the date of shareholder approval of a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property and/or securities not issued by the Company; (ii) the first date upon which the directors of the Company who were nominated by the Board for election as directors shall cease to constitute a majority of the authorized number of directors of the Company; (iii) the dissolution or liquidation of the Company; (iv) the sale of substantially all of the property and assets of the Company; or (v) the date of dissemination to the stockholders of the Company of a proxy statement disclosing a change of control of the Company. 3 4 (i) Each Non-employee Director Option shall be nontransferable by the optionee other than by will or the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee or the optionee's guardian or legal representative. (j) Non-employee Director Options are not intended to qualify as Incentive Stock Options. Section 5. STOCK SUBJECT TO PLAN (a) Subject to adjustment as provided in Section 8 hereof, the aggregate number of Common Shares issued and issuable pursuant to all Incentive Stock Options granted under this Plan shall not exceed 3,500,000. Such maximum number does not include the number of Common Shares subject to the unexercised portion of any Incentive stock Option granted under this Plan that expires or is terminated. (b) The aggregate number of Common Shares subject to Awards granted during any calendar year to any one Employee (including the number of shares involved in Awards having a value derived from the value of Common Shares) shall not exceed 200,000, provided, however, that the limitation set forth in this section 5(b) shall not apply if such provision is not required in order for Awards to qualify as performance based compensation under section 162(m) of the Internal Revenue Code. Further, such aggregate number of shares shall be subject to adjustment under section 8 only to the extent permitted by Section 162(u) of the Internal Revenue Code. (c) Subject to adjustment as provided in Section 8 (b) hereof, at any time the aggregate number of Common Shares issued and issuable pursuant to all Awards (including all Incentive Stock Options) granted under this Plan shall not exceed 3,500,000. (d) For purposes of Section 5(c) hereof, the aggregate number of Common Shares issued and issuable pursuant to Awards granted under this Plan shall at any time be deemed to be equal to the sum of the following: (i) the number of Common Shares that were issued prior to such time pursuant to Awards granted under this Plan, other than Common Shares that were subsequently reacquired by the Company pursuant to the terms and conditions of such Awards and with respect to which the holder thereof received no benefits of ownership such an dividends; plus (ii) the number of Common Shares that were otherwise issuable prior to such time pursuant to Awards granted under this Plan, but that were withheld by the Company as payment of the purchase price of the Common Shares issued pursuant to such Awards or as payment of the recipient's tax withholding obligation with respect to such issuance; plus (iii) the maximum number of Common Shares that are or may be issuable at or after such time pursuant to Awards granted under this Plan prior to such time. Section 6. DURATION OF PLAN No Awards shall be made under this Plan after April 30, 1999. Although Common Shares may be issued after April 30, 1999 pursuant to Awards made prior to such date, no Common Shares shall be issued under this Plan after April 30, 2009. Section 7. ADMINISTRATION OF PLAN (a) This Plan shall be administered by a committee (the "Committee") of the Board of Directors of the Company (the "Board") consisting of two or more directors, each of whom: (i) is a "disinterested person" (as such term is defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time) and (ii) is an "outside director" (as such term is defined under Section 162(m) of the Internal Revenue Code). 4 5 (b) Subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: (i) adopt, amend and rescind rules and regulations relating to this Plan; (ii) determine which persons are employees and to which of such employees, if any, Awards shall be granted hereunder; (iii) grant Awards to Employees and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto; (iv) determine the terms and conditions of the Non-employee Director Options that are automatically granted hereunder, other than the terms and conditions specified in Section 4 hereof; (v) determine whether, and the extent to which, adjustments are required pursuant to Section 8 hereof; and (vi) interpret and construe this Plan and the terms and conditions of any Award granted hereunder. Section 8. ADJUSTMENTS (a) If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into a different number or kind of shares or securities as a result of a reorganization, merger, consolidation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off or the like, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in (a) the number and type of shares or other securities that may be acquired pursuant to Incentive Stock Options and the exercise price thereof theretofore granted under this Plan, and (b) the maximum number and type of shares or other securities that may be issued pursuant to Incentive Stock Options thereafter granted under this Plan. (b) If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged or converted into cash, property or a different number or kind of shares or securities, or if cash, property or shares or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in (a) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards other than Incentive Stock Options theretofore granted under this Plan, and (b) the maximum number and type of shares or other securities that may be issued pursuant to such Awards thereafter granted under this Plan. Section 9. AMENDMENT AND TERMINATION OF PLAN The Board may amend or terminate this Plan at any time and in any manner; provided, however, that no such amendment or termination shall deprive the recipient of any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto provided, further, that if an amendment to the Plan would: (a) increase the maximum number of Common Shares that may be issued pursuant to all Incentive Stock Options granted under this Plan, and other Awards granted during any calendar year to any one Employee, (b) change the class of persons eligible to receive Awards under the Plan, (c) otherwise materially increase the benefits accruing to participants who are subject to Section 16 of the Exchange Act in a manner not specifically contemplated herein, or (d) affect the Plan's compliance with Rule 16b-3 under the Exchange Act or applicable provisions of the Internal Revenue Code. The amendment shall be approved by the Company's stockholders to the extent required to comply with Rule 16b-3 under the Exchange Act, sections 422 and 162(m) of the Internal Revenue Code, or other applicable provisions of or rules under the Internal Revenue Code. 5 6 Section 10. EFFECTIVE DATE OF PLAN (a) This Plan shall be effective as of the date upon which it was approved by the Board; provided, however, that no Common Shares may be issued under this Plan until it has been approved, directly or indirectly, by the affirmative votes of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of Delaware. (b) Notwithstanding the foregoing, Section 4 of this Plan shall not be effective until the close of business on the date of the 1994 Annual Meeting of the stockholders of the Company, or any adjournment thereof, at which directors of the Company are elected. 6 EX-5.1 3 OPINION OF STRADLING, YOCCA, CARLSON & RAUTH 1 EXHIBIT 5.1 [STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD] September 20, 1996 CKE Restaurants, Inc. 1200 North Harbor Boulevard Anaheim, California 92801 RE: Registration Statement on Form S-8 Gentlemen: At your request, we have examined the form of Registration Statement on Form S-8 (the "Registration Statement") being filed by CKE Restaurants, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,750,000 shares of the Company's common stock, $0.01 par value ("Common Stock"), issuable under the CKE Restaurants, Inc. 1994 Stock Incentive Plan (the "1994 Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that 1,750,000 shares of Common Stock, when issued under the Plan and against full payment in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH EX-23.2 4 CONSENT OF KPMG PEAT MARWICK, LLP 1 EXHIBIT 23.2 [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-23.3 5 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.3 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-----