UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(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): October 1, 2019
THE CHEESECAKE FACTORY INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | | 0-20574 | | 51-0340466 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
26901 Malibu Hills Road
Calabasas Hills, California | | 91301 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (818) 871-3000
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
| Common Stock, par value $.01 per share | | CAKE | | Nasdaq Stock Market |
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. ¨
INTRODUCTORY NOTE
This Amendment No. 1 to Form 8-K (the “Amendment”) amends the Form 8-K (the “Initial 8-K”) filed on October 2, 2019 by The Cheesecake Factory Incorporated (the “Company”) upon acquisition of North Italia and the remainder of Fox Restaurant Concepts LLC (“FRC”). This Amendment provides the historical audited and unaudited financial statements of FRC and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Initial 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(a) Financial Statements of Business Acquired
The audited consolidated balance sheet of FRC as of January 1, 2019, the audited consolidated statements of operations, members’ equity, and cash flows of FRC for the fiscal year ended January 1, 2019 and the notes and independent auditors’ report of BeachFleischman PC related thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited consolidated balance sheet of FRC as of October 1, 2019, the unaudited consolidated statements of operations, members’ equity, and cash flows of FRC for the thirty-nine weeks ended October 1, 2019 and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated balance sheet of the Company as of October 1, 2019, the unaudited pro forma condensed consolidated statements of income of the Company for the thirty-nine weeks ended October 1, 2019 and the fiscal year ended January 1, 2019 and the notes related thereto are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d) Exhibits
| 23.1 | Consent of Independent Auditors for Fox Restaurant Concepts LLC |
| | |
| 99.1 | Audited Consolidated Balance Sheet of FRC as of January 1, 2019, Audited Consolidated Statements of Operations, Members’ Equity, and Cash Flows of FRC for the fiscal year ended January 1, 2019, the Notes and the Independent Auditors’ Report related thereto |
| | |
| 99.2 | Unaudited Consolidated Balance Sheet of FRC as of October 1, 2019, Unaudited Consolidated Statements of Operations, Members’ Equity, and Cash Flows of FRC for the thirty-nine weeks ended October 1, 2019 and the Notes related thereto |
| | |
| 99.3 | Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of October 1, 2019, Unaudited Pro Forma Condensed Consolidated Statements of Income of the Company for the thirty-nine weeks ended October 1, 2019 and the fiscal year ended January 1, 2019 and the Notes related thereto |
| | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 17, 2019 | THE CHEESECAKE FACTORY INCORPORATED |
| | |
| | By: | /s/ Matthew E. Clark |
| | | Matthew E. Clark |
| | | Executive Vice President and Chief Financial Officer |
