-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qdvM+IPrrzZZ+97ItXHHF9glLc043wgaA7Kh+HM3ec/xVZkhpJFBGWB1ALO9m5pB HFGywvuqIhatgJVeh9Guaw== 0000950148-94-000182.txt : 19940411 0000950148-94-000182.hdr.sgml : 19940411 ACCESSION NUMBER: 0000950148-94-000182 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CKE RESTAURANTS INC CENTRAL INDEX KEY: 0000919628 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 34 SEC FILE NUMBER: 001-11313 FILM NUMBER: 94521027 BUSINESS ADDRESS: STREET 1: 1200 NORTH HARBOR BLVD CITY: ANAHEIM STATE: CA ZIP: 92801 BUSINESS PHONE: 7147745796 8-A12B 1 CKE RESTAURANTS, INC. - FORM 8-A 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CKE RESTAURANTS, INC. (Exact name of registrant as specified in its charter) Delaware 33-0602639 (State of incorporation or organization) (I.R.S. Employer Identification No.)
1200 North Harbor Boulevard Anaheim, California 92801 (Address, including zip code, of principal executive offices) Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which registered each class is to be registered - ---------------------------- ------------------------------ Common Stock, $0.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None - ----------------------------------------------------------------------------- (Title of Class) 2 Item 1. Description of Registrant's Securities to be Registered Common Stock, $0.01 Par Value The class of securities of CKE Restaurants, Inc. (the "Company") to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the Company's common stock, par value $0.01 per share (the "Common Stock"). The holders of Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Certain of the provisions of the Certificate of Incorporation will likely make it more difficult for another entity to effect certain business combinations with the Company or to take control of the Board of Directors of the Company. These provisions provide: (i) for a classified Board; (ii) that each director then serving shall continue as a director until his or her successor shall have been duly elected and qualified unless such director shall resign, become disqualified or shall otherwise be removed; (iii) that no director may be removed except for cause; and (iv) that any vacancy in any class of directors, including a vacancy arising through an increase in the number of directors, shall be filled by a majority of the remaining directors of such class or by the sole remaining director of such class or, if none, by a majority of the remaining directors. Notwithstanding the foregoing, whenever the stockholders of any class of stock or series thereof are entitled to elect one or more directors of the Company by the provisions of the Certificate of Incorporation, including any Certificate of Designations, vacancies and newly created directorships of such class or series may be filled by a majority of the directors elected by such class or series thereof then in office, or by the sole remaining director so elected. Any amendment or repeal of the provisions described in the preceding two sentences or the classification of the Company's Board of Directors into three classes must be approved by a majority of the authorized number of directors and by the affirmative vote of the holders of not less than 66 2/3% of the shares of Voting Stock (as defined in the Certificate of Incorporation) then outstanding. Item 2. Exhibits I. Not applicable. II. The securities to be registered are to be listed on the New York Stock Exchange, on which no other securities of the registrant are currently registered. The following exhibits will be filed with each copy of the registration statement filed with the New York Stock Exchange, and, in accordance with Instruction II for Form 8-A, are not filed with, or incorporated by reference in, copies of the registration statement filed with the Securities Exchange Commission: 1. Annual Report on Form 10-K of Carl Karcher Enterprises, Inc., a California corporation ("Enterprises"), for fiscal year ended January 25, 1993. 2 3 2. Enterprises' Quarterly Reports on Form 10-Q for the quarters ended May 17, August 9 and November 1, 1993. 3. Enterprises' Proxy Statement for its Annual Meeting of Shareholders held on June 16, 1993. 4. Certificate of Incorporation and Bylaws of CKE Restaurants, Inc., a Delaware corporation. 5. Specimen certificate of the Common Stock. 6. Certain selected portions of Enterprises' Fiscal 1993 Annual Report to its Shareholders. 3 4 SIGNATURES Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CKE RESTAURANTS, INC. /s/ Donald E. Doyle ------------------------------------ Donald E. Doyle, President and Chief Executive Officer Dated: April 6, 1994 4
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