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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 1997
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CKE RESTAURANTS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13192 33-0602639
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1200 North Harbor Boulevard, Anaheim, California 92801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-5796
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. OTHER EVENTS.
On April 27, 1997, CKE Restaurants, Inc., a Delaware corporation (the
"Company") entered into a Stock Purchase Agreement (the "Purchase Agreement")
with Imasco Holdings, Inc., a Delaware corporation ("Imasco") and Hardee's Food
Systems, Inc., a North Carolina corporation ("Hardee's"), pursuant to which the
Company has agreed to acquire from Imasco all of the issued and outstanding
shares of capital stock of Hardee's for a purchase price of $327 million
(subject to adjustment). The Company proposes to finance the acquisition of
Hardee's with a combination of approximately $200 million aggregate principal
amount of senior secured indebtedness, a public offering of shares of the
Company's Common Stock and up to $50 million principal amount of convertible
subordinated notes to be issued to Imasco. The proposed public offering is to
be registered under the Securities Act of 1933, as amended, and is to be made
only by means of a prospectus. Consummation of the transaction is subject to
the satisfaction of certain conditions, Including receipt of the proceeds of
the proposed public offering and expiration or termination of the waiting
period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are filed as part of this
report:
Exhibit Number Description
10.1 Stock Purchase Agreement, dated as of
April 27, 1997, by and among CKE
Restaurants, Inc., Imasco Holdings, Inc.
and Hardee's Food Systems, Inc.*
99.1 Press Release dated April 28, 1997.
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*Schedules omitted. The Registrant shall furnish supplementally
to the Securities and Exchange Commission a copy of any omitted
schedule upon request.
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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.
CKE RESTAURANTS, INC.
Date: May 5, 1997 By: /s/ CARL A. STRUNK
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Carl A. Strunk,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
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10.1 Stock Purchase Agreement, dated as of
April 27, 1997, by and among CKE
Restaurants, Inc., Imasco Holdings, Inc.
and Hardee's Food Systems, Inc.*
99.1 Press Release dated April 28, 1997.
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* Schedules omitted. The Registrant shall furnish supplementally to the
Securities and Exchange Commission a copy of any omitted schedule upon
request.