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 3, 2007

CKE Restaurants, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-11313	33-0602639
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 3, 2007, CKE Restaurants, Inc. (the "Company") entered into a Stock Purchase Agreement with Pirate Capital, LLC, to repurchase 4,073,239 shares of the Company’s common stock, or approximately 6.1% of its total shares outstanding as of April 3, 2007. The purchase price of $18.97 per share reflects the closing price of the Company’s common stock on April 2, 2007. The transaction is expected to close on April 5, 2007. The Company anticipates using its revolving credit facility to fund the approximately $77.3 million total purchase price. The purchase will constitute a privately negotiated transaction under the Company’s previously announced stock repurchase program. Pirate Capital has represented to the Company that it will not own any shares of the Company’s common stock following the transaction.

The description of the Stock Purchase Agreement above is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 3, 2007, the Company issued a press release announcing the transactions contemplated by the Stock Purchase Agreement described under Item 1.01 above. The press release is attached as Exhibit 99.1 hereto. 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 Stock Purchase Agreement, effective as of April 3, 2007, by and between CKE Restaurants, Inc. and Pirate Capital, LLC, a Delaware limited liability company, on behalf of Jolly Roger Activist Portfolio LTD, Jolly Roger Fund LP and Jolly Roger Offshore Fund LTD.

99.1 Press release, dated April 3, 2007, issued by CKE Restaurants, Inc.

SIGNATURES

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.
April 5, 2007	By:	/s/ E. Michael Murphy
		Name: E. Michael Murphy
		Title: Executive Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Stock Purchase Agreement, effective as of April 3, 2007, by and between CKE Restaurants, Inc. and Pirate Capital, LLC, a Delaware limited liability company, on behalf of Jolly Roger Activist Portfolio LTD, Jolly Roger Fund LP and Jolly Roger Offshore Fund LTD.
99.1	Press release, dated April 3, 2007, issued by CKE Restaurants, Inc.

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”), dated effective as of the 3rd day of April, 2007 (the “Effective Date”), by and between CKE Restaurants, Inc., a Delaware corporation (the “Company”), and Pirate Capital LLC, a Delaware limited liability company, on behalf of Jolly Roger Activist Portfolio Company LTD, Jolly Roger Fund LP and Jolly Roger Offshore Fund LTD (collectively, the “Seller”).

The Company desires to repurchase 4,073,239 shares (the “Shares”) of its common stock (the “Common Stock”) from Seller for the consideration and under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, agreements and covenants herein, the parties hereto hereby agree as follows:

1. Sale and Purchase.

a. For the consideration set forth below, Seller shall sell, assign, and transfer to the Company on April 5, 2007 (the “Settlement Date”) the Shares free and clear of all security interests, pledges, mortgages, liens, charges, encumbrances, adverse claims, restrictions, or other burdens or encumbrances of any kind (“Encumbrances”).

b. As consideration for the purchase of the Shares, the Company agrees to purchase the Shares from Seller and shall pay to Seller on the Settlement Date a purchase price equal to $18.97 per share, or an aggregate of $77,269,343.83, less an interest rate adjustment of $18,523.47, for a final aggregate cash purchase price of $77,250,820.36 payable by wire transfer in immediately available funds on the Settlement Date, as the purchase price of the Shares. On the Settlement Date, Seller shall initiate an electronic or DWAC transfer of all of the Common Stock to the Company. Upon confirmation of receipt from the Company’s transfer agent of the electronic transfer of the Common Stock, the Company will deliver the purchase price to the Seller by wire transfer of immediately available U.S. funds to a brokerage account specified by the Seller.

2. Representations and Warranties of Seller and Buyer Seller represents and warrants to the Company that (a) Seller is the sole record owner and is the beneficial owner of the Shares; (b) other than Seller, no person has a right to acquire or direct the disposition, or holds a proxy or other right to vote or direct the vote, any of the Shares; (c) Seller has good and valid title to the Shares, free and clear of any Encumbrances, (d) the sale by Seller of the Shares and the delivery of the Shares to the Company against receipt of payment to Seller under this Agreement will transfer to the Company good and valid title to the Shares, free and clear of all Encumbrances, and (e) this Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

Buyer represents and warrants to Seller that this Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state and without regard to any applicable conflicts of law.

5. Counterparts. This Agreement may be executed and delivered (including by facsimile or e-mail transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

6. Survival of Representations, Warranties The representations and warranties contained in this Agreement shall survive the closing of the transactions contemplated herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date set forth above.

CKE Restaurants, Inc.

By: /s/ E. Michael Murphy      
Name: E. Michael Murphy      
Title: Executive Vice President     


Seller:

Jolly Roger Activist Portfolio Company LTD
Jolly Roger Fund LP
Jolly Roger Offshore Fund LTD

By: Pirate Capital LLC

By: /s/ Thomas R. Hudson Jr.     
Name: Thomas R. Hudson Jr.     
Title: Manager     

Exhibit No. 99.1

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

CKE RESTAURANTS, INC. REPURCHASES SHARES FROM PIRATE CAPITAL, LLC

CARPINTERIA, Calif. – April 3, 2007 – CKE Restaurants, Inc. (NYSE: CKR), owner, operator and franchisor of the Carl’s Jr.^®, Hardee’s^® and La Salsa Fresh Mexican Grill^® restaurant brands, announced today that it has entered into a Stock Purchase Agreement with Pirate Capital, LLC, to repurchase 4,073,239 shares of the Company’s common stock, or approximately 6.1% of its total shares outstanding as of April 3, 2007. The purchase price of $18.97 per share reflects the closing price of the Company’s common stock on April 2, 2007. The transaction is expected to close on April 5, 2007. The Company anticipates using its revolving credit facility to fund the approximately $77.3 million total purchase price. The purchase will constitute a privately negotiated transaction under the Company’s previously announced stock repurchase program. Pirate Capital has represented to the Company that it will not own any shares of the Company’s common stock following the transaction.

Andrew F. Puzder, president and chief executive officer of CKE Restaurants, Inc., said, “This transaction presented the Company with an opportunity to repurchase approximately 6.1% of our outstanding common shares very efficiently. We are very pleased to be able to take advantage of this opportunity to increase shareholder value.”

The Company’s common stock closed today at $19.00 per share, and the volume weighted average price was $19.04.

As of the fourth fiscal quarter ended Jan. 29, 2007, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,105 franchised or company-operated restaurants in 43 states and in 13 countries, including 1,087 Carl’s Jr. restaurants, 1,906 Hardee’s restaurants and 96 La Salsa Fresh Mexican Grill 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.