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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 | ||