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): August 10, 2010

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2010, the Board of Directors (the "Board") of CKE Restaurants, Inc. (the "Company") unanimously appointed Daniel E. Ponder, Jr., Jerold H. Rubinstein, and C. Thomas Thompson (collectively, the "New Directors") to serve on the Board effective as of the same date. In accordance with the Company’s Bylaws, each of the New Directors will hold office until his successor is elected and qualified or until his earlier resignation or removal. It has not yet been determined whether any of the New Directors will be appointed to serve on any committees of the Board.

None of the New Directors is a party to any arrangement or understanding with any other person pursuant to which such New Director was appointed as a director. In addition, there are no family relationships between any of the New Directors and any other officer or director of the Company.

The Company has not yet determined the amount or nature of compensation to be paid to any of its directors, including the New Directors , whether for service on the Board or any committee thereof.

As described below, Mr. Ponder and Mr. Thompson are each indirectly parties to certain transactions with the Company that qualify as "transactions with related persons" for purposes of Item 404(a) of Regulation S-K. Mr. Rubinstein is not a party to any such transactions.

Mr. Ponder is President and Chairman of the board of directors of Ponder Enterprises, Inc. ("PEI"). PEI is a franchisee of Hardee’s and operated 23 Hardee’s restaurants during fiscal 2010 and fiscal 2011 through August 9, 2010. PEI has paid the Company an aggregate of approximately $46,000 in franchise and development fees since the beginning of fiscal 2010 through August 9, 2010. Since the beginning of fiscal 2010 through August 9, 2010, PEI paid the Company royalty fees of approximately $1,062,000 for all 23 restaurants combined. In connection with the operation of its 23 restaurants, PEI regularly purchased equipment from the Company on the same terms and conditions as other franchisees. During fiscal 2010 and fiscal 2011 through August 9, 2010, these equipment purchases totaled approximately $421,000. PEI is also a lessee or sublessee of the Company, and aggregate rents paid during fiscal 2010 and fiscal 2011 through August 9, 2010 totaled approximately $280,000.

Mr. Thompson is the Managing General Partner of TWM Industries, L.P., a member of Manteca Star, LLC, a member of Modesto Restaurant Group, LLC, a member of The Chowchilla Connection, LLC, a Managing Member of TWM/Fresno, LLC, and a General Partner of TWM Industries/VFR (collectively, the "Thompson Entities"). The Thompson Entities are each franchisees of Carl’s Jr. and collectively operated a total of 60 Carl’s Jr. and Carl’s Jr./Green Burrito dual-branded restaurants during fiscal 2010 and fiscal 2011 through August 9, 2010. The Thompson Entities have collectively paid the Company an aggregate of approximately $47,000 in franchise and development fees since t he beginning of fiscal 2010 through August 9, 2010. Since the beginning of fiscal 2010 through August 9, 2010, the Thompson Entities paid the Company royalty fees of approximately $6,191,000 for all 60 restaurants combined. In connection with the operation of its 60 restaurants, the Thompson Entities regularly purchased equipment and food from the Company on the same terms and conditions as other franchisees. During fiscal 2010 and fiscal 2011 through August 9, 2010, these equipment and food purchases totaled approximately $27,378,000. Each of the Thompson Entities are also a lessee or sublessee of the Company, and rents paid during fiscal 2010 and fiscal 2011 through August 9, 2010 totaled approximately $4,083,000.

The Company issued a press release on August 16, 2010 announcing the appointment of the New Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated August 16, 2010, 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.
August 16, 2010	By:	/s/ E. Michael Murphy
		Name: E. Michael Murphy
		Title: President, Chief Legal Officer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated August 16, 2010, issued by CKE Restaurants, Inc.

EX-99.1

Contact: Beth Mansfield
805/745-7741
bmansfield@ckr.com

CKE RESTAURANTS, INC. ANNOUNCES APPOINTMENT OF
PONDER, RUBINSTEIN, THOMPSON TO BOARD OF DIRECTORS

CARPINTERIA, Calif., August 16, 2010 – CKE Restaurants, Inc. announced today the appointment of Daniel E. Ponder, Jr., Jerold H. Rubinstein and C. Thomas Thompson to its board of directors.

Ponder served as a director of CKE from 2001 until his resignation earlier this year pursuant to the terms of CKE’s recently completed merger with affiliates of Apollo Management VII, L.P. (“Apollo”). He currently is the president and chairman of the board of Ponder Enterprises, Inc., a franchisee of Hardee’s restaurants since 1984. He has been a member of the board of directors of the Independent Hardee’s Franchise Association since its inception in 1997. Ponder was formerly a member of the Georgia State House of Representatives and a 2003 recipient of the John F. Kennedy Profiles in Courage Award. “Mr. Ponder brings to the board considerable experience in the quick-service restaurant industry, both as a significant and well respected franchisee for over 25 years and as a director of CKE for over nine years,” said Peter Copses, CKE’s chairman of the board. “As a franchisee, Mr. Ponder brings specialized knowledge and a unique perspective with respect to franchisee relations, operations, marketing, product development, business strategies and franchising of the Hardee’s brand.”

Rubinstein served as a director of CKE from 2006 until his resignation earlier this year pursuant to the terms of CKE’s recently completed merger with affiliates of Apollo. Rubinstein is chairman of U.S. Global Investors, Inc., a mutual fund advisory company. He has started and sold many companies over the years, including Bel Air Savings and Loan and DMX, a cable and satellite music distribution company. Most recently, he was managing partner at Music Imaging & Media Imaging International. Copses stated: “As a result of a lengthy career as an attorney, CPA and businessman, Mr. Rubinstein brings to the board extensive experience in the areas of operations, legal analysis, financial and accounting expertise, and business development. His particular skills include finance and accounting, operations, long-range planning, brand and product development, business strategy and development, corporate governance and risk assessment. His tenure as a director of CKE and as chairman of its Audit Committee will immediately bring to the board a very meaningful level of understanding with respect to oversight of the company’s financial and accounting functions.”

Thompson previously served as president and chief operating officer of CKE from 1994 until 2000, when he became CEO and a director of CKE until his resignation in late 2000. Thompson has been a Carl’s Jr. franchisee since 1984 and is currently a principal in four Carl’s Jr. franchises owning 60 restaurants. “Mr. Thompson brings to the board extensive knowledge and experience in the quick-service restaurant industry generally and with respect to the Carl’s Jr. system specifically,” Copses stated. “He was one of the first Carl’s Jr. franchisees and has served as a board member and president of the Star Franchise Association. As a former officer and director of CKE as well as a long-time and well respected franchisee, he brings to the board a unique and positive perspective with respect to both the company and its relationship with the franchise community.”

Commenting on the appointments, CKE Restaurants CEO Andrew F. Puzder said: “I have known and worked with Dan, Jerry and Tom for many years and they are excellent additions to our board. Their knowledge, experience and perspectives on our business will be extremely valuable for both our board and our management team. In particular, we strive to be a franchise-friendly company. The addition of Dan and Tom to our board is a testament to our continuing commitment to work with, support and grow our franchise community.”

About CKE

CKE Restaurants, Inc. is a privately held company headquartered in Carpinteria, Calif. As of the end of its first quarter of fiscal 2011, CKE Restaurants, through its subsidiaries, had a total of 3,134 franchised, licensed or company-operated restaurants in 42 states and in 16 countries, including 1,233 Carl’s Jr. restaurants and 1,901 Hardee’s restaurants. For more information, about CKE Restaurants, please visit www.ckr.com.

SOURCE: CKE Restaurants, Inc.