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
Date of Report (Date of earliest event reported): December 4, 2020
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. ¨
| ITEM 7.01 | Regulation FD Disclosure |
On December 4, 2020, the Cheesecake Factory Incorporated (the “Company”) entered into a settlement agreement with the United States Securities and Exchange Commission (the “SEC”) in full resolution of a cease-and-desist order issued by the SEC related to statements that the Company made regarding the impact of COVID-19 on its business and operations and financial condition, during the period of late March through mid-April 2020, in two press releases that were furnished as exhibits to Forms 8-K filed with the SEC on March 23, 2020 and April 3, 2020. The Company fully cooperated with the SEC in connection with the settlement. Without admitting or denying the SEC’s allegations (other than with respect to the SEC’s jurisdiction), the Company agreed to the entry of the order pursuant to which the Company agreed to pay a penalty of $125,000 to the SEC and cease and desist from committing or causing any violations and any future violations of the reporting standards of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-20 and 13a-11 thereunder.
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 4, 2020 | THE CHEESECAKE FACTORY INCORPORATED |
| |
| | By: | /s/ Matthew E. Clark |
| | | Matthew E. Clark |
| | | Executive Vice President and Chief Financial Officer |
