- Current report filing (8-K)
13 7월 2010 - 6:11AM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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July 12, 2010
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CKE Restaurants, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-11313
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33-0602639
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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6307 Carpinteria Ave., Ste. A, Carpinteria, California
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93013
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(805) 745-7500
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Not Applicable
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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))
Introductory Note
On July 12, 2010, CKE Restaurants, Inc., a Delaware corporation (the Company), completed its
merger (the Merger) with Columbia Lake Acquisition Corp. (Merger Sub), a Delaware corporation
and indirect wholly-owned subsidiary of Columbia Lake Acquisition Holdings, Inc., a Delaware
corporation (Parent), pursuant to the Agreement and Plan of Merger, dated as of April 18, 2010,
by and among Parent, Merger Sub and the Company (the Merger Agreement). As a result of the
Merger, the Company is now an indirect wholly-owned subsidiary of Parent. Parent is controlled by
investment entities affiliated with Apollo Management VII, L.P. (Apollo).
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the
NYSE) on July 12, 2010 that each share of common stock, par value $0.01 per share, of the Company
(the Common Stock) (other than shares held by the Company, Parent, Merger Sub or their
subsidiaries) was cancelled and automatically converted into the right to receive $12.55 per share
in cash, without interest, and requested that the NYSE file with the Securities and Exchange
Commission an application on Form 25 to delist and deregister the Common Stock under Section 12(b)
of the Securities Exchange Act of 1934, as amended. Trading of the Common Stock on the NYSE will be
suspended as of the opening of trading on July 13, 2010.
Item 3.03 Material Modification to Rights of Security Holders.
Effective as of the closing of the Merger, each share of Common Stock (other than shares held by
the Company, Parent, Merger Sub or their subsidiaries) was cancelled and automatically converted
into the right to receive $12.55 in cash, without interest and less any applicable withholding
taxes.
Item 5.01 Changes in Control of Registrant.
On July 12, 2010, Apollo consummated the acquisition of the Company through the Merger of Merger
Sub with and into the Company. The Company is the surviving corporation in the Merger and is an
indirect wholly-owned subsidiary of Parent.
The aggregate purchase price paid for all equity securities of the Company was approximately $704.1
million. The purchase price was funded by (i) $600 million of senior secured second lien notes,
(ii) equity financing from affiliates of Apollo, (iii) a $100 million senior secured revolving
credit facility, which was undrawn at closing, and (iv) capital leases, certain prior debt and cash
of the Company.
A copy of the joint press release issued by the Company and Apollo on July 12, 2010 announcing the
consummation of the Merger is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, all the directors of the Company prior to the Merger voluntarily
resigned from the Companys board of directors effective as of the effective time of the Merger on
July 12, 2010.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the effective time of the Merger, on July 12, 2010, the certificate of incorporation of Merger
Sub immediately prior to the Merger became the certificate of incorporation of the Company (except
with respect to the name of the Company) and the Company amended its by-laws to be in the form of
the by-laws of Merger Sub immediately prior to the Merger, each in accordance with the terms of the
Merger Agreement.
Copies of the certificate of incorporation and amended and restated by-laws are attached hereto as
Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by
reference into this Item 5.03.
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit Description
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Exhibit Number
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Certificate of Incorporation of CKE Restaurants, Inc.
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3.1
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Amended and Restated Bylaws of CKE Restaurants, Inc.
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3.2
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Press Release issued by the Company on July 12, 2010
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99.1
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announcing the consummation of the Merger.
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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.
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CKE Restaurants, Inc.
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July 12, 2010
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By:
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/s/ Theodore Abajian
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Name: Theodore Abajian
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Title: Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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3.1
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Certificate of Incorporation of CKE Restaurants, Inc.
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3.2
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Amended and Restated Bylaws of CKE Restaurants, Inc.
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99.1
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Press Release issued by the Company on July 12, 2010 announcing the consummation of the Merger.
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Cke Restaurants (NYSE:CKR)
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