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):

May 30, 2012

 

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

0-20574

 

51-0340466

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer 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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14.d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

ITEM 8.01  OTHER EVENTS

 

On May 30, 2012, the Board of Directors (“Board”) of The Cheesecake Factory Incorporated (“Company”)  approved the adoption of a prearranged stock repurchase plan with J.P. Morgan Securities LLC (“J.P. Morgan”), intended to qualify for the safe harbor under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plan”).  The 10b5-1 Plan will become effective July 5, 2012 and terminate on December 31, 2012, unless terminated sooner in accordance with its terms.  Purchases may be made in the open market or through privately negotiated transactions in support of the Company’s stock repurchase plan.  Purchases in the open market will be made in compliance with Rule 10b-18 under the Exchange Act of 1934.  The Company’s current Rule 10b5-1 trading plan, the terms of which were previously disclosed by the Company in its public filings with the Securities and Exchange Commission, was entered into on November 1, 2011, with an effective date of December 5, 2011, and will expire on July 3, 2012.

 

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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:    May 31, 2012

THE CHEESECAKE FACTORY INCORPORATED

 

 

 

 

 

 

By:

/s/ W. Douglas Benn

 

 

W. Douglas Benn

 

 

Executive Vice President and Chief Financial Officer

 

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