10-K/A 1 d10ka.txt FORM 10-K AMENDMENT NO. 2 ................................................................................ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ----------------------- FORM 10-K/A Amendment No. 2 (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended January 1, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _________________ Commission file number 0-19649 ----------------------- Checkers Drive-In Restaurants, Inc. (Exact name of registrant as specified in its charter) Delaware 58-1654960 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 14255 49th Street North, Building 1, Suite 101 Clearwater, Florida 33762 (Address of principal executive offices) Registrant's telephone number, including area code: (727) 519-2000 Securities registered pursuant to 12(b) and 12 (g) of the Act: Name of Each Exchange Title of Class on which Registered Ticker -------------- --------------------- ------ Common Stock, par value $.001 per share NASDAQ--NMS CHKR Common Stock Purchase Warrants NASDAQ--NMS CHKRZ Common Stock Purchase Warrants NASDAQ--NMS CHKRW Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- The number of shares outstanding of the Registrant's Common Stock as of June 18, 2001 was 9,889,842 shares. The aggregate market value of the shares of Registrant held by non-affiliates of the Registrant, based on the closing price of such stock on the National Market System of the NASDAQ Stock Market, as of June 18, 2001, was approximately $54 million. For purposes of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates. EXPLANATORY NOTE The annual report on Form 10-K for the year ended January 1, 2001 of Checkers Drive-In Restaurants, Inc. is hereby amended for the proper identification of beneficial owners in Item 12. CHECKERS DRIVE-IN RESTAURANTS, INC. PART III Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of March 26, 2001, relating to the beneficial ownership of the common stock by (a) all persons known by us to beneficially own more than 5% of the outstanding shares of the common stock, (b) each director, director nominee and executive officer and, (c) all officers and directors as a group. We had 9,763,717 shares outstanding as of March 26, 2001.
Name and Number of Shares Percentage Address of Beneficially of Shares Beneficial Owner(1)(2)(3) Owned (1) Outstanding (4) ------------------------------------------------------------------------------------------------------------ CKE Restaurants, Inc. (5) 3916 State street, Suite 300, Santa Barbara, CA 93105 1,516,893 13.6% Giant Group, LTD (6) 9440 Santa Monica Blvd, #407, Beverly Hills, CA 90210 994,699 8.9% Calm Waters Partnership 100 Heritage Reserve, Menomonee Falls, WI 53051 892,000 8.0% William P. Foley, II (7) 340,040 3.0% Burt Sugarman (8) 285,310 2.6% Peter C. O'Hara (9) 232,084 2.1% Daniel J. Dorsch (10) 140,952 1.2% David Gotrer (11) 125,059 1.1% Willie Davis (12) 120,589 1.1% Ronald B. Maggard (13) 107,332 1.0% Terry N. Christensen (14) 105,163 0.9% Clarence V. McKee (15) 81,751 0.0% * Steven Cohen (16) 14,424 0.0% * Wendy Beck (17) 12,119 0.0% * Adam Noyes (18) 3,121 0.0% * Keith Sirois (19) 555 0.0% * All officers and directors as a group (16 persons) (20) 1,569,311 14.1%
* Represents less than 1% of our outstanding common stock. (1) Unless otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. (2) A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from March 26, 2001, upon the exercise of warrants or options. Each beneficial owner's percentage ownership is determined by assuming that options or warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days from March 26, 2001 have been exercised. (3) Unless otherwise indicated, the address of each stockholder listed is 14255 49th Street N., Clearwater, Florida 33762. (4) Percentage calculation assumes owners' derivative securities exercisable within 60 days from March 26, 2001 have been exercised. 2 (5) Includes 612,536 shares issuable upon the exercise of presently exercisable warrants. (6) Includes 237,416 shares issuable upon the exercise of presently exercisable warrants held by KCC Delaware, a wholly-owned subsidiary of Giant Group, LTD. (7) Includes 306,649 shares subject to options and warrants. Excludes the 1,516,893 shares and warrants to purchase shares held by CKE Restaurants, Inc. as to which Mr. Foley disclaims beneficial interest. Mr. Foley is Chairman of the Board of CKE Restaurants, Inc. Also excludes 175,689 warrants held by Fidelity National Financial, Inc., as to which Mr. Foley disclaims beneficial ownership. Mr. Foley is Chairman of the Board and Chief Executive Officer of Fidelity National Financial, Inc. (8) Includes 285,310 shares subject to options and warrants. Excludes 757,283 shares held by Giant Group, Ltd., as to which Mr. Sugarman disclaims beneficial ownership. Mr. Sugarman is Chairman of the Board and Chief Executive Officer of Giant Group Ltd. (9) Includes 230,001 shares issuable upon the exercise of presently exercisable stock options. (10) Includes 26,667 shares issuable upon the exercise of presently exercisable stock options. (11) Includes 115,614 shares issuable upon the exercise of presently exercisable stock options. (12) Includes 120,589 shares issuable upon the exercise of presently exercisable stock options. (13) Includes 107,332 shares issuable upon the exercise of presently exercisable stock options. (14) Includes 100,656 shares issuable upon the exercise of presently exercisable stock options. (15) Includes 81,668 shares issuable upon the exercise of presently exercisable stock options. (16) Includes 14,424 shares issuable upon the exercise of presently exercisable stock options. (17) Includes 10,452 shares issuable upon the exercise of presenting exercisable stock options. (18) Includes 3,121 shares issuable upon the exercise of presenting exercisable stock options. (19) Includes 555 shares issuable upon the exercise of presenting exercisable stock options. (20) Includes an aggregate of 1,402,183 shares issuable upon the exercise of presently exercisable stock options and warrants held by officers and directors of the company. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, State of Florida on July 30, 2001. CHECKERS DRIVE-IN RESTAURANTS, INC. By: /s/ Daniel J. Dorsch ------------------------------------- Daniel J. Dorsch President and Chief Executive Officer 3