Cheesecake Factory Inc 8-K/A, filed May 1, 2020
Cheesecake Factory Inc (CAKE)
About this 8-K/A
Cheesecake Factory Inc filed this 8-K/A on May 1, 2020, reporting on events of April 20, 2020.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Explanatory Note
| Item 3.03. | Material Modification to Rights of Security Holders |
The information in Item 8.01 below under the heading “Other Events” is incorporated into this Item 3.03 by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The information in Item 8.01 below under the heading “Other Events” is incorporated into this Item 5.02 by reference.
| Item 8.01. | Other Events |
On April 27, 2020, The Cheesecake Factory Incorporated (the “Company”) received notification that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), for the previously announced investment by RC Cake Holdings LLC, an affiliate of Roark Capital, in the Company has been granted by the United States Federal Trade Commission.
As previously disclosed in the Original Form 8-K, the early termination of the waiting period under the HSR Act (“HSR Clearance”) automatically results in the following:
· an increase in the size of the board of directors of the Company from eight members to nine members, and the appointment of Paul D. Ginsberg as a director; and
· the right of the holder of Series A Convertible Preferred Stock, par value $.01 per share (“Convertible Preferred Stock”), to vote, on an as-converted basis, with the holders of common stock of the Company, par value $.01 per share (“Common Stock”), as a single class, on all matters submitted for a vote of holders of Common Stock.
As previously disclosed in the Original Form 8-K, the holder of Convertible Preferred Stock may not convert shares thereof into shares of Common Stock to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of then-outstanding Common Stock, until approval of the Company’s stockholders is obtained under Nasdaq listing rules.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Designations, which was filed as an exhibit to the Original Form 8-K.
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.
| Date: May 1, 2020 | THE CHEESECAKE FACTORY INCORPORATED | |
| By: | /s/ Matthew E. Clark | |
| Matthew E. Clark | ||
| Executive Vice President and Chief Financial Officer | ||