Current Report Filing (8-k)
27 August 2020 - 7:21AM
Edgar (US Regulatory)
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0000887596
2020-08-26
2020-08-26
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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):
August 26, 2020
THE CHEESECAKE FACTORY INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware
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0-20574
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51-0340466
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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26901 Malibu Hills Road
Calabasas Hills, California
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91301
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(Address of principal executive offices)
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(Zip Code)
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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:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common Stock, par value $.01 per share
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CAKE
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Nasdaq Stock Market
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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. ¨
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ITEM 7.01
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REGULATION FD DISCLOSURE
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As
previously announced, in response to the impacts of COVID-19 on the business of The Cheesecake Factory Incorporated (the “Company”),
the Company previously reduced pay for all corporate employees and bakery administration employees by graduated amounts between
10% and 20% and furloughed approximately 41,000 staff members. The Company is restoring pay for all corporate employees and bakery
administration employees below the executive officer level who were subject to the pay reduction.
In
addition, given the phased reopening of the Company’s dine-in restaurant operations, the Company has called back to
work a majority of its staff members previously furloughed. The Company has also terminated approximately 175 employees in
connection with the impacts of COVID-19 on its business and the closure of two restaurants.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A
of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, without
limitation, statements related to restoration of pay reductions and calling staff back to work. Such forward-looking statements
include all other statements that are not historical facts, as well as statements that are preceded by, followed by or that include
words or phrases such as “believe,” “plan,” “will likely result,” “expect,” “intend,”
“will continue,” “is anticipated,” “estimate,” “project,” “may,” “could,”
“would,” “should” and similar expressions. These statements are based on current expectations and involve
risks and uncertainties which may cause results to differ materially from those set forth in such statements. Investors are cautioned
that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such
statements. These forward-looking statements may be affected by various factors including: the potential for future pay reductions,
furloughs and/or employee terminations and the possibility that previously furloughed employees do not return to work; the rapidly
evolving nature of the COVID-19 outbreak and related containment measures, including the potential for a complete shutdown of
the Company’s restaurants, international licensee restaurants and the Company’s bakery operations; demonstrations,
political unrest, potential damage to or closure of the Company’s restaurants and potential reputational damage to the Company
or any of its brands; economic, public health and political conditions that impact consumer confidence and spending, including
the impact of COVID-19 and other health epidemics or pandemics on the global economy; acceptance and success of The Cheesecake
Factory in international markets; acceptance and success of North Italia and the Fox Restaurant Concepts restaurants; the risks
of doing business abroad through Company-owned restaurants and/or licensees; foreign exchange rates, tariffs and cross border
taxation; changes in unemployment rates; changes in laws impacting the Company’s business, including laws and regulations
related to COVID-19 impacting restaurant operations and customer access to off- and on-premise dining; increases in minimum wages
and benefit costs; the economic health of the Company’s landlords and other tenants in retail centers in which its restaurants
are located, and the Company’s ability to successfully manage its lease arrangements with landlords; unanticipated costs
that may arise due to a return to normal course of business including potential negative impacts from furlough actions; the economic
health of suppliers, licensees, vendors and other third parties providing goods or services to the Company; compliance with debt
covenants; adverse weather conditions in regions in which the Company’s restaurants are located; factors that are under
the control of government agencies, landlords and other third parties; the risk, costs and uncertainties associated with opening
new restaurants; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities
and Exchange Commission (“SEC”). Forward-looking statements speak only as of the dates on which they are made and
the Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise, unless required to do so by law. Investors are
referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk
factors contained in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K as filed with the SEC, which are available at www.sec.gov.
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: August 26, 2020
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THE CHEESECAKE FACTORY INCORPORATED
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By:
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/s/ Matthew E. Clark
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Matthew E. Clark
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Executive Vice President and Chief Financial Officer
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Cheesecake Factory (NASDAQ:CAKE)
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