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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
February 28, 2005
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.)
26950 Agoura 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 (see General Instruction A.2. below):
|_| 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 240.14.d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(b) Effective February 28, 2005, Michael J. Dixon, Senior Vice President and
Chief Financial Officer of the Company resigned his position as principal
accounting officer.
(c) At a regularly scheduled meeting of the Company's Board of Directors on
February 28, 2005 and concurrent with Mr. Dixon's resignation as the
Company's principal accounting officer, Cheryl Slomann, age 39, was
appointed as the Company's principal accounting officer effective February
28, 2005 to serve at the pleasure of the Company's Board of Directors. Ms.
Slomann served as the Company's controller since April 2004. From 1998
until joining the Company, Ms. Slomann was employed by QAD Inc. as Vice
President, Corporate Finance and Treasurer.
Ms. Slomann has not entered into a written employment agreement with the
Company. Her compensation includes an annual base salary of $160,000. In
addition, she is eligible to receive bonuses under the Company's Annual
Performance Incentive Plan, to receive stock option grants under the
Company's stock incentive plans, and to participate in the Company's other
insurance and employee benefit plans. The Board of Directors has also
approved an indemnification agreement with Ms. Slomann pursuant to which
the Company has agreed, subject to certain conditions, to indemnify her
against certain liabilities and expenses relating to her service as an
officer of the Company.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
On March 1, 2005, The Cheesecake Factory Incorporated issued a press
release announcing that Company management will present at the Bear Stearns
Eleventh Annual Retail, Restaurants & Apparel Conference in New York on March 8,
2005. A copy of the press release is attached as Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated March 1, 2005 titled "The Cheesecake
Factory to Present at the Bear Stearns Conference."
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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.
Date: March 1, 2005 THE CHEESECAKE FACTORY INCORPORATED
By: /s/ MICHAEL J. DIXON
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Michael J. Dixon
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated March 1, 2005 titled "The Cheesecake
Factory to Present at the Bear Stearns Conference."
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