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): December 4, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2007, the Board of Directors of CKE Restaurants, Inc. (the "Company") amended Article VI, Sections 6.1, 6.2, 6.3 and 6.4 of the Company’s Bylaws to allow for the issuance and transfer of uncertificated shares of the Company’s capital stock, as permitted under the Delaware General Corporation Law. Prior to the foregoing amendment, the Company’s Bylaws did not address the issuance or transfer of uncertificated shares. The amendment was adopted in order to make the Company eligible to participate in a direct registration system, which allows shares of stock to be owned, reported and transferred electronically without the need for physical stock certificates, as required by Section 501.00 of the New York Stock Exchange (the "NYSE") Listed Company Manual ("Section 501.00"). Section 501.00, which was approved by the Securities and Exchange Commission on August 8, 2006, requires that all companies listed on the NYSE be eligible for a direct registration system operated by a se curities depository by January 1, 2008 in order to qualify for continued listing.

A copy of the Certificate of Amendment to the Company’s Bylaws is attached hereto as Exhibit 3.6 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 10, 2007, the Company announced that its Board of Directors has declared a fourth quarter dividend of $0.06 per share of its common stock to be paid on February 19, 2008 to its stockholders of record at the close of business on January 28, 2008. 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.

3.6 Certificate of Amendment of Bylaws of CKE Restaurants, Inc., as adopted December 4, 2007

99.1 Press release, dated December 10, 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.
December 10, 2007	By:	/s/ Theodore Abajian
		Name: Theodore Abajian
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.6	Certificate of Amendment of Bylaws of CKE Restaurants, Inc., as adopted December 4, 2007
99.1	Press release, dated December 10, 2007, issued by CKE Restaurants, Inc.

EX-3.6

Exhibit No. 3.6

CERTIFICATE OF AMENDMENT
OF BYLAWS OF
CKE RESTAURANTS, INC.

The undersigned, who is the duly elected, qualified and acting Assistant Secretary of CKE Restaurants, Inc., a Delaware corporation (the “Corporation”), does hereby certify, as follows:

1. Section 6.1 of Article VI of the Bylaws of the Corporation was amended and restated, at a meeting of the Board the Directors of the Corporation held, pursuant to notice duly given, on December 4, 2007, to read in its entirety, as follows:

“Section 6.1 Certificates for Stock; Uncertificated Shares; Stock Records. The shares of stock of the Corporation may be certificated or uncertificated, as provided under the General Corporation Law of the State of Delaware.

(a) Certificates for Stock. Every owner of stock of the Corporation, upon written request to the transfer agent or the registrar of the Corporation, shall be entitled to have a certificate or certificates for shares of stock, to be in such form as the Board shall prescribe, certifying the number and class or series of shares of the stock of the Corporation owned by such owner. The certificates representing shares of such stock shall be signed in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and by the Secretary or the Treasurer. Any or all of the signatures on any such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any such certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall have been placed thereupon, were such officer, transfer agent or registrar at the date of issue. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates, or, upon request, uncertificated shares of stock, shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 6.4 hereof.

(b) Uncertificated Shares. Shares of stock of the Corporation may be evidenced by registration in the owner’s name in uncertificated form on the books of the Corporation. To the extent provided by applicable law, within a reasonable time after the issuance or transfer of uncertificated shares of stock, the Corporation shall send or cause to be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates representing shares of that class or series of stock, or a statement that the Corporation will furnish without charge to each registered owner thereof who so requests, the powers, designations, preferences and relative rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by applicable law, the rights and obligations of the owners of uncertificated shares of stock and the rights and obligations of the owners of certificated shares of stock of the same class and series shall be identical.

(c) Stock Records. A record shall be kept of the respective names of the persons, firms or corporations owning shares of the Corporation’s stock, whether certificated or uncertificated, the number and class or series of shares owned thereby, respectively, and the respective dates thereof, and in case of cancellation, the respective dates of cancellation.”

2. Section 6.2 of Article VI of the Bylaws of the Corporation was amended and restated, at a meeting of the Board the Directors of the Corporation held, pursuant to notice duly given, on December 4, 2007, to read in its entirety, as follows:

“Section 6.2 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by such holder’s attorney-in-fact thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.3 hereof, and, in the case of certificated shares of stock, upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions, payment of all taxes thereon and compliance with appropriate procedures for transferring shares in uncertificated form. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be so expressed in the entry of transfer if, when the shares, whether certificated or uncertificated, shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.”

3. Section 6.3 of Article VI of the Bylaws of the Corporation was amended and restated, at a meeting of the Board the Directors of the Corporation held, pursuant to notice duly given, on December 4, 2007, to read in its entirety, as follows:

“Section 6.3 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and, in the case of certificated shares of stock, may require all such certificates to bear the signature or signatures of any of them.”

4. Section 6.4 of Article VI of the Bylaws of the Corporation was amended and restated, at a meeting of the Board the Directors of the Corporation held, pursuant to notice duly given, on December 4, 2007, to read in its entirety, as follows:

“Section 6.4 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another certificate of stock may be issued in its place, or, at the request of the holder thereof, uncertificated shares of stock may be issued in its place, upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct; provided, however, that a new certificate, or, upon request, uncertificated             shares of stock, may be issued without requiring any bond when, in the judgment of the Board, it is proper to do so.”

5. The foregoing amendments to the Bylaws of the Corporation have not been modified, amended, rescinded or revoked and remain in full force and effect on the date hereof.

IN WITNESS WHEREOF, I have hereunto subscribed my name on December 4, 2007.

/s/ Charles A. Seigel III
Charles A. Seigel III
Assistant Secretary

Exhibit No. 99.1

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

CKE RESTAURANTS, INC. ANNOUNCES FOURTH QUARTER CASH DIVIDEND OF $0.06 PER SHARE OF COMMON STOCK

CARPINTERIA, Calif. – Dec. 6, 2007 –CKE Restaurants, Inc. (NYSE: CKR) announced that on Dec. 4, 2007, its Board of Directors declared a fourth quarter dividend of $0.06 per share of common stock to be paid on Feb. 19, 2008 to its stockholders of record at the close of business on Jan. 28, 2008.

As of the end of its fiscal 2008 second quarter, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,036 franchised, licensed or company-operated restaurants in 42 states and in 13 countries, including 1,111 Carl’s Jr. restaurants and 1,909 Hardee’s 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.

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