SECURITIES AND EXCHANGE COMMISSION
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended January 31, 2005 | ||
| OR | ||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-11313
CKE Restaurants, Inc.
| Delaware | 33-0602639 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| Incorporation or organization) |
6307 Carpinteria Ave., Ste. A, Carpinteria, California 93013
(Address of principal executive offices)
(805) 745-7500
Registrant’s telephone number, including area code
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common Stock, $.01 par value | New York Stock Exchange | |
| 4% Convertible Subordinated Notes due 2023 | New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act: None
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 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. Yesþ Noo
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.o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yesþ Noo
The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 9, 2004 was $699,986,858.
The number of outstanding shares of the registrant’s common stock was 59,007,824 as of April 8, 2005.
Documents Incorporated By Reference:Portions of the registrant’s Proxy Statement for the 2005 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of January 31, 2005, are incorporated by reference into Part III of this Report.
EXPLANATORY NOTE
This Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005, is being filed to replace the Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1 thereto with the Consent of Independent Registered Public Accounting Firm attached hereto. The previously filed consent omitted reference to management’s assessment of the effectiveness of internal control over financial reporting as of January 31, 2005 and the effectiveness of internal control over financial reporting as of January 31, 2005, which reports appear in the original filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this amendment to its Annual Report on Form 10-K for the fiscal year ended January 31, 2005, to be signed on its behalf by the undersigned, thereunto duly authorized.
| CKE RESTAURANTS, INC. | ||||
| April 29, 2005 | By: | /s/ Theodore Abajian | ||
| Theodore Abajian | ||||
| Executive Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibits | Description | |||
| 23 | -1 | Consent of independent registered public accounting firm. | ||
| 31 | -1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 31 | -2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | -1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 32 | -2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
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