UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

~~(Date~~SECURITIES ofEXCHANGE ~~Earliest~~ACT ~~Event~~OF ~~Reported) June 27, 2011~~ 1934

~~California~~Date ~~Pizza~~of ~~Kitchen~~report (Date of earliest event reported): July 12, ~~Inc.~~2011 (July 7, 2011)

~~(Exact~~CALIFORNIA ~~Name~~PIZZA ofKITCHEN, ~~Registrant~~INC. ~~as Specified in its Charter)~~

Delaware		000-31149		95-4040623
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Exact Name of Registrant as Specified in Its Charter)

Delaware

000-31149

95-4040623

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6053 West Century Boulevard, 11^th Floor

Los Angeles, California 90045-6438

(Address of Principal Executive Offices) (Zip Code)

(310) 342-5000

(Registrant’s Telephone Number, Including Area Code)

~~N/A~~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)

x¨ 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))

~~Item~~Introduction ~~8.01. Other Events~~

As previously disclosed, ~~four~~on ~~putative~~May 24, ~~class~~2011, ~~action~~California ~~lawsuits~~Pizza ~~were~~Kitchen, ~~filed~~Inc., ina ~~the Los Angeles County Superior Court and the~~ Delaware ~~Court~~corporation ~~of Chancery~~ (the “~~Merger Litigation~~Company”)., ~~The~~entered ~~Merger~~into ~~Litigation~~an ~~relates to the~~ Agreement and Plan of Merger, ~~dated as of May 24, 2011~~ (the “Merger Agreement”), bywith ~~and~~CPK ~~among~~Holdings ~~California Pizza Kitchen,~~ Inc., a Delaware corporation (~~the~~ “~~Company~~Parent”), and CPK ~~Holdings~~Merger Sub Inc., a Delaware corporation~~, (“Parent”),~~ and ~~CPK~~a ~~Merger~~wholly ~~Sub~~owned ~~Inc.,~~subsidiary aof ~~Delaware~~Parent ~~corporation~~ (“~~Purchaser~~Merger Sub”). ~~The~~In ~~complaints~~accordance ~~filed~~ with ~~respect~~the toterms of the Merger Agreement, ~~Litigation~~on ~~name~~July 7, as2011, ~~defendants~~Merger ~~the~~Sub ~~members~~merged ofwith ~~the~~and ~~Board~~into ofthe ~~Directors~~Company, ofwith the Company, ascontinuing ~~well~~ as the ~~Company,~~surviving ~~Parent~~corporation ~~and~~(the ~~Purchaser~~“Merger”).

OnItem June 27, 2011, solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the parties to the actions pending in the Delaware Court of Chancery and Los Angeles County Superior Court signed a memorandum of understanding regarding a proposed settlement of all claims asserted in the actions related to the transactions contemplated by the Merger Agreement1. ~~This memorandum of understanding provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of all asserted claims~~01. ~~The~~Entry ~~asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter~~ into a ~~stipulation~~Material ~~of settlement~~Definitive or that the court will approve such settlement even if the parties were to enter into such stipulation. Additionally, as part of the memorandum of understanding, the Company has agreed to make certain additional disclosures related to the proposed merger, which are set forth below. Finally, in connection with the proposed settlement, plaintiffs intend to seek, and the defendants have agreed to pay, an award of attorneys fees and expenses in an amount to be determined by the Los Angeles County Superior Court. This payment will not affect the amount to be paid to Company stockholders pursuant to the terms of the Merger Agreement.

~~The~~New ~~additional~~Credit ~~disclosures~~Facilities in this Current Report on Form 8-K supplement the disclosure contained in the Schedule 14D-9 filed by the Company with the Securities Exchange Commission (“SEC”) on June 8, 2011 and mailed to the Company’s stockholders on or about June 8, 2011 (as amended, the “Schedule 14D-9”), and should be read in conjunction with the disclosures contained in the Schedule 14D-9. Nothing in this Current Report on Form 8-K, the memorandum of understanding or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Schedule 14D-9.

~~The~~On July 7, 2011, the Company, as borrower, and ~~following~~Parent, ~~additional~~as ~~disclosures~~a ~~supplement~~guarantor, entered into the ~~existing~~(a) Credit ~~disclosures~~Agreement, ~~contained~~dated ~~under~~as of July 7, 2011, with General Electric Capital Corporation, as administrative agent and collateral agent, and the ~~caption~~lenders party thereto from time to time (the “~~Item~~New 4First Lien Credit Agreement”) and (b) Second Lien Credit Agreement dated as of July 7, 2011 with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto from time to time (the “New Second Lien Credit Agreement”, and together with the New First Lien Credit Agreement, the “New Credit Agreements”). The ~~Solicitation~~New orFirst ~~Recommendation—Background~~Lien Credit Agreement provides for (i) a term loan in an aggregate principal amount of $260 million (the ~~Offer~~“New Term Loan Facility”) and ~~Merger;~~(ii) a ~~Reasons~~$30 million revolving credit facility, all of which is available for ~~Recommendation—Background~~letters of credit (the ~~Offer~~“New Revolving Credit Facility”, and together with the New Term ~~Merger~~Loan Facility, the “New First Lien Credit Facilities”). ~~beginning~~The onNew ~~page~~Second 12Lien Credit Agreement provides for a term loan in an aggregate principal amount of $75 million (the ~~Schedule~~“New ~~14D-~~Second Lien Term Loan Facility”, and together with the New Term Loan Facility, the “New Term Loan Facilities”; the New Term Loan Facilities collectively with the New Revolving Credit Facility, the “New Credit Facilities”). Concurrently with the consummation of the Merger, the full amount of the New Term Loan Facilities was drawn, no revolving loans were drawn, and approximately $6.9: million of letters of credit were issued in order to backstop existing letters of credit under the Company’s prior credit agreement, which was repaid as of the consummation of the Merger.

•The ~~All~~New Revolving Credit Facility has a five-year maturity. The New Term Loan Facility has a six-year maturity. The New Second Lien Term Loan Facility has a seven-year maturity. The principal amount of the 31New ~~parties~~Term ~~contacted~~Loan byFacility ~~Moelis~~amortizes ~~were~~in ~~financial~~quarterly ~~buyers~~installments equal to 0.25% of the original principal amount of the New Term Loan Facility for the first five and three-quarter years, with the balance payable at maturity. The entire amount of the New Second Lien Term Loan Facility is payable at maturity.

•Subject Onto ~~April~~certain 22exceptions, ~~Moelis~~the ~~representatives~~New ~~received~~Credit Facilities are subject to mandatory prepayments in amounts equal to: (a) 100% of the net cash proceeds from any non-~~binding~~ordinary ~~initial~~course ~~indications~~sale or other disposition of ~~interest~~assets ~~from~~(including ~~ten~~as ~~parties~~a atresult ~~values~~of ~~ranging~~casualty ~~from~~or ~~$20.00~~condemnation) by Parent or any of its subsidiaries in excess of a certain amount and subject to ~~$24.00~~customary ~~per~~reinvestment provisions ~~share,~~and certain other exceptions; (b) 100% of the net cash proceeds from issuances or incurrences of debt by Parent or any of its subsidiaries (other than indebtedness permitted by the New Credit Agreements); and (c) beginning with the first full fiscal year after the closing date (2012), 50% (with a ~~median~~stepdown ~~value~~to 25% based upon achievement of ~~approximately~~a ~~$22~~specified leverage ratio) of annual excess cash flow of Parent.00 ~~per~~Unless ~~share~~the lenders under the New First Lien Credit Facilities waive mandatory prepayments, no prepayments are required under the Second Lien Term Loan Facility until the New First Lien Credit Facilities have been repaid in full.

•As ~~Both~~of ~~Bidder~~the Aclosing date, at the Company’s election, the interest rate per annum applicable to the loans under the New Credit Facilities will be based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, another national publication selected by General Electric Capital Corporation or the lead lender of the Second Lien Term Loan Facility, as applicable, (b) the federal funds effective rate plus 0.50% and ~~Bidder~~(c) (x) a BEurodollar ~~were~~rate applicable ~~financial~~for ~~buyers~~an interest period of one month, or, if greater, 1.25%, plus (y) 1.00%, in each case, plus an applicable margin or (ii) a Eurodollar rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin. As of the closing date,

• the ~~Representatives~~New ofFirst ~~Moelis~~Lien ~~noted~~Credit ~~that~~Facilities anhave ~~announcement~~applicable ofmargins ~~the~~equal ~~termination~~to of3.25%, in the ~~sale~~case ~~process~~of ~~would~~base ~~likely~~rate ~~result~~loans, inand a4.25%, ~~decline~~in of the ~~market~~case ~~price~~ of ~~the~~Eurodollar ~~Company~~rate ~~Common~~loans, ~~Stock.~~and ~~Moelis~~the ~~representatives~~New ~~also~~Second ~~noted~~Lien ~~that~~Term anLoan Facility ~~announcement~~has ofapplicable anmargins ~~alternative~~equal ~~transaction~~to ~~structure~~7.25%, ~~would~~in ~~likely not completely offset~~ the ~~decline~~case of ~~the~~base ~~market~~rate ~~price~~loans, ofand ~~the Company Common Stock~~8.25%, ~~Moelis~~in ~~representatives~~the ~~further~~case ~~noted that an announcement~~ of ~~the~~Eurodollar ~~Company’s~~rate ~~decision~~loans. toBorrowings ~~terminate~~under the ~~sale~~New ~~process~~Term ~~would~~Loan ~~likely~~Facilities ~~subject~~will ~~the~~be ~~Company’s~~subject ~~management~~ to ~~increased~~a ~~scrutiny~~floor byof ~~the~~1.25% ~~stockholders~~in of the ~~Company~~case asof toEurodollar ~~whether~~loans ~~management~~and 2.25%, ~~was~~in ~~delivering~~the ~~greater~~case ~~value~~of ~~than~~other ~~could~~types ~~have~~of ~~been achieved in a potential sale transaction~~loans.

• The ~~Company~~New ~~Board~~Credit ~~considered~~Agreements ~~not~~contain ~~proceeding~~a ~~with~~number of customary affirmative and negative covenants that, among other things, will limit or restrict the ~~potential~~ability ~~sales~~of ~~process~~Parent and ~~also~~its ~~discussed~~subsidiaries ~~with~~to: ~~its~~incur ~~financial~~additional ~~advisor~~indebtedness ~~possible~~(including ~~alternative~~guarantee ~~transactions~~obligations); incur liens; engage in mergers, ~~such~~consolidations, asliquidations aand dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; ~~repurchase~~make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into certain speculative hedging arrangements; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change their lines of business. The affirmative and negative covenants in the New Second Lien Credit Agreement are substantially similar to the New First Lien Credit Agreement, with customary cushions and setbacks.

•In ~~On July 22~~addition, ~~another~~under ~~interested~~the New ~~party,~~Credit ~~Bidder C~~Agreements, ~~also~~the aCompany ~~financial~~will ~~buyer,~~be ~~sent~~required ~~a letter~~ to ~~Moelis~~maintain ~~indicating~~a ~~that~~specified ~~Bidder~~minimum Cconsolidated ~~was~~fixed ~~considering~~charge ~~making~~coverage aratio ~~bid between $17.50~~ and ~~$18.50~~not ~~per~~exceed ~~share,~~a ~~conditioned~~specified ~~upon~~maximum ~~satisfaction~~consolidated ofrent-adjusted ~~due~~leverage ~~diligence and obtaining necessary financing~~ratio.

•The AtNew ~~that~~Credit ~~time~~Agreements contain customary events of default, ~~rather~~including ~~than~~nonpayment ~~pursuing~~of aprincipal, ~~sale~~interest, fees or other amounts; material inaccuracy of ~~all~~a representation or warranty when made; violation of the ~~outstanding~~other ~~shares~~covenants set forth in the New First Lien Credit Agreement or the New Second Lien Credit Agreement, as applicable; cross-default to material indebtedness; bankruptcy events; certain ERISA events; material unsatisfied judgments; actual or asserted invalidity of any guarantee, security document or subordination provisions; non-perfection of the ~~Company~~security ~~Common~~interest ~~Stock~~on ~~for~~a ~~less~~material ~~than~~portion ~~$20~~of the collateral; and change of control.~~00,~~ The events of default in the ~~Company~~New ~~Board~~Second ~~continued~~Lien toCredit ~~explore~~Agreement are substantially similar to the ~~potential~~New ~~for~~First ~~strategic~~Lien ~~alternatives~~Credit Agreement, with customary cushions and setbacks.

•In ~~Representatives~~connection ofwith ~~Moelis~~the ~~prepared~~New ~~analyses~~First Lien Credit Facilities, the Company, Parent, and certain of ~~Bidder~~the CCompany’s ~~proposal~~subsidiaries ~~which~~(the “Subsidiary ~~valued~~Guarantors”) entered into a Guaranty and Security Agreement (the ~~proposal~~“Guaranty atand ~~between~~Security ~~$19~~Agreement”), dated as of July 7, 2011 in favor of General Electric Capital Corporation as agent.91 Upon the consummation of the Merger, pursuant to ~~$22.49~~the ~~per~~Guaranty ~~share~~and ~~using~~Security aAgreement, ~~2010~~Parent ~~EBITDA~~and ~~multiple~~the ~~ranging~~Subsidiary ~~from~~Guarantors 7guaranteed amounts borrowed under the New First Lien Credit Facilities.5x Additionally, amounts borrowed under the New First Lien Credit Facilities and any swap agreements and cash management arrangements provided by any lender party to ~~9.5x~~the New First Lien Credit Facilities or any of its affiliates are secured on a first priority basis by a perfected security interest in substantially all of the Company’s and ~~between~~each ~~$20.04~~guarantor’s tangible and intangible assets (subject to ~~$22~~certain exceptions).84 ~~per~~In ~~share~~connection ~~using~~with the New Second Lien Term Loan Facility, the Company, Parent, and the Subsidiary Guarantors entered into a ~~2011~~Guaranty ~~EBITDA~~and Security ~~multiple~~Agreement ~~ranging~~(the ~~from~~“Second Lien Guaranty and Security Agreement”), dated as of July 7, 2011, in favor of Wilmington Trust, National Association as agent.0x The terms of the Second Lien Guaranty and Security Agreement, the guaranty therein, and the second priority security interest granted thereby, are substantially similar to 9the terms of the Guaranty and Security Agreement, each of which are subject to the terms of an intercreditor agreement between General Electric Capital Corporation, Wilmington Trust, National Association, Parent, the Company and the Subsidiary Guarantors.~~0x.~~

•Item ~~The~~2.03. ~~Company~~Creation ~~Board discussed with representatives~~ of ~~Moelis,~~a ~~L&W~~Direct ~~and~~Financial ~~RLF~~Obligation ~~factors~~or toan ~~consider~~Obligation ~~with~~Under ~~respect~~an toOff-Balance ~~Bidder~~Sheet ~~C’s~~Arrangement ~~proposal, including the valuation~~ of ~~the Company, the potential value of the 25% of Company Common Stock not acquired in the proposed self-tender and the fact that such~~ a ~~transaction would constitute a change of control of the Company~~Registrant.

•The Ininformation ~~connection~~set ~~with~~forth ~~the discussion of the valuation of the Company, Mr. Rosenfield provided his view that 2014 EBITDA of $90.9 million was achievable, subject to execution risks and the other items noted~~ under “Item 8 1.01 ~~Additional~~is ~~Information—Certain~~incorporated ~~Company~~by ~~Projections”~~reference ~~of the Schedule 14D-9~~herein.

•Item At3.01. ~~that~~Notice ~~same~~of ~~meeting,~~Delisting ~~the~~or ~~Special~~Failure ~~Committee~~to ~~also~~Satisfy ~~noted~~a ~~that~~Continued ~~Messrs.~~Listing ~~Rosenfield~~Rule ~~and~~or ~~Flax~~Standard; ~~had~~Transfer ~~indicated that they would not be supportive~~ of ~~the current proposal from Bidder C~~Listing.

•Pursuant ~~Thereafter~~to the Merger Agreement, ~~Bidder~~upon Cthe ~~withdrew~~terms ~~from~~and subject to the ~~strategic~~conditions ~~review~~thereof, ~~process~~Merger Sub commenced a tender offer (the “Offer”) on June 8, 2011 to acquire all of the outstanding shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), at a purchase price of $18.50 per share, net to the holder in cash (the “Offer Price”), upon

• the Interms ~~addition,~~and ~~Moelis~~subject ~~representatives~~to ~~noted~~the ~~that~~conditions ~~another~~set ~~potential~~forth ~~interested~~in ~~private~~the ~~equity~~Offer ~~bidder~~to Purchase, ~~Bidder~~dated EJune 8, ~~had~~2011, ~~called~~and ~~Moelis~~the ~~representatives~~related toLetter ~~indicate~~of ~~its~~Transmittal, ~~interest~~each inas aamended ~~transaction~~or ~~with~~supplemented ~~the~~from ~~Company~~time to time.

• On ~~January~~July 7, 182011, ~~Moelis~~Parent ~~received~~announced athe ~~non-binding~~completion ~~letter~~of the Offer. The initial offering period of ~~interest~~the ~~from~~Offer ~~another~~expired ~~potential~~at midnight, ~~private~~New ~~equity~~York ~~bidder~~City time, ~~Bidder~~on FJuly 6, 2011. According to ~~acquire~~American Stock Transfer & Trust Company, LLC, the depositary for the Offer, 21,586,341 Shares were validly tendered and not withdrawn (including 765,999 Shares tendered pursuant to notices of guaranteed delivery). Merger Sub accepted for payment all Shares that were validly tendered and not withdrawn, and payment for such Shares was made, in accordance with the terms of the ~~outstanding~~Offer. Merger Sub also exercised its Top-Up (as described below), pursuant to which the Company ~~Common~~issued ~~Stock~~Shares ~~for~~to ~~$19.00~~Merger Sub, at a price per ~~share~~Share equal to the Offer Price, in an amount sufficient to ensure that Merger Sub and the Company could effect a short-form merger under applicable Delaware law.

~~The~~In ~~following~~connection ~~additional~~with ~~disclosures~~the ~~supplement~~closing of the ~~existing~~ ~~disclosures~~Merger, ~~contained~~the ~~under~~Company notified the ~~caption~~NASDAQ Stock Market (“~~Item~~NASDAQ”) 4.on ~~The~~July 7, ~~Solicitation~~2011 that each Share (other than shares of Company Common Stock owned by Parent or ~~Recommendation—Background~~Merger Sub and shares held by any holder who is entitled to and has properly demanded appraisal of such shares under Delaware law) was automatically converted into the ~~Offer~~right to receive $18.50 per Share in cash, without interest, and ~~Merger;~~requested ~~Reasons~~that ~~for~~NASDAQ ~~Recommendation—Opinion~~file with the Securities and Exchange Commission a Notification of Removal from Listing and/or Registration Under Section 12(b) on Form 25 to delist and deregister the Company’s ~~Financial~~Common ~~Advisor”~~Stock ~~beginning~~under Section 12(b) of the Securities Exchange Act of 1934, as amended. Trading of the Company Common Stock on ~~page~~NASDAQ 30was suspended as of the ~~Schedule~~opening ~~14D-9:~~of trading on July 8, 2011.

•Item ~~The range of multiples from 5~~3.~~0x to 6~~02.5x toUnregistered ~~the~~Sale ~~Company’s adjusted EBITDA for the LTM ended April 3, 2011 used by Moelis to derive a reference range~~ of ~~equity~~Equity value per share for the Company Common Stock was selected based on Moelis’ professional judgment and its comparison of relevant operating metrics (such as comparable store sales for the latest fiscal year and LTM EBITDA margins) of the Company and each of the Core Selected Companies and the Other Selected CompaniesSecurities.

•In ~~The~~order ~~range~~to ofcomplete ~~multiples~~the ~~from~~Merger, ~~5.0x~~on July 7, 2011, pursuant to 7Section 1.0x03 toof the ~~Company’s~~Merger ~~adjusted~~Agreement, ~~EBITDA~~Merger ~~for~~Sub exercised its top-up option (the ~~LTM~~“Top-Up”) ~~ended~~to ~~April~~purchase 3Shares, ~~2011~~and ~~used~~the Company byissued ~~Moelis~~12,256,948 Shares (the “Top-Up Shares”) to ~~derive~~Merger Sub, at a ~~reference~~price ~~range~~per ofShare ~~equity~~equal ~~value~~to ~~per~~the ~~share~~Offer Price. Merger Sub paid for the ~~Company~~Top-Up ~~Common~~Shares ~~Stock~~by ~~was~~delivery ~~selected~~of ~~based~~cash onand ~~Moelis’~~a ~~professional~~promissory ~~judgment~~note ~~based~~to on the ~~long~~Company. The Top-~~term~~Up ~~prospects~~Shares, ofwhen added to the ~~target~~number ~~companies~~of inShares ~~each~~directly or indirectly owned by Parent and Merger Sub at the time of exercise of the ~~Primary~~Top-Up, ~~Selected~~represented ~~Transactions~~an amount sufficient to ensure that Merger Sub and the ~~Secondary~~Company ~~Selected~~could ~~Transactions~~effect a short-form merger under applicable Delaware law. The Top-Up Shares were issued without registration under the Securities Act of 1933, as ~~compared~~amended (the “Securities Act”), in reliance upon an exemption from registration pursuant to Section 4(2) of the ~~Company~~Securities Act, as a transaction by an issuer not involving a public offering.

•Item To calculate unlevered free cash flow, Moelis utilized a traditional discounted cash flow methodology, which included deducting, from adjusted EBITDA, depreciation & amortization expenses, pre-opening costs, labor litigation costs, store closure costs, stock-based compensation expenses and taxes based on a marginal tax rate of 273.9%03. ~~Moelis~~Material ~~then~~Modification ~~added back depreciation & amortization expenses and stock-based compensation expenses, and deducted capital expenditures and the excess of cash rent expenditures over GAAP rent expenses~~ to ~~estimate~~Rights ~~unlevered free cash flow. Moelis was advised by the Company’s management not to consider projected changes in net working capital in calculating unlevered free cash flow for purposes~~ of ~~its~~Security ~~discounted cash flow analysis of the Company~~Holders. Calculating unlevered free cash flow involves assumptions and estimates which may or may not turn out to be correct. Moelis elected to use a range of terminal EBITDA multiples from 4.75x to 5.25x based on a number of factors, including, but not limited to, the perpetuity growth rate implied by the terminal multiples and historical trading multiples for the Company and certain companies identified under the caption “—Selected Publicly Traded Companies Analysis.” Moelis derived the terminal value of the Company in its discounted cash flow analysis using the projected adjusted EBITDA for the fiscal year ending December 31, 2015 included in the Projections.

•At ~~Other~~the ~~than~~effective ~~serving~~time asof ~~exclusive~~the ~~financial~~Merger, ~~advisor~~each tooutstanding ~~the~~share of Company inCommon ~~connection~~Stock, ~~with~~other ~~the~~than ~~Offer,~~shares ~~the~~of Company Common Stock owned by Parent or Merger ~~and~~Sub ~~the~~or ~~related~~by ~~negotiations~~stockholders ~~and~~who ~~transaction~~have ~~process,~~validly ~~Moelis~~exercised their ~~has~~appraisal ~~not~~rights ~~provided~~under ~~any~~Delaware ~~services~~law, towas converted into the ~~Company~~right orto ~~its~~receive ~~affiliates~~cash ~~during~~in ~~the~~an ~~past~~amount ~~two~~equal ~~years~~to the Offer Price.

~~The following additional disclosures supplement the existing disclosures contained under the caption “~~Item 85.01. ~~Additional Information—Certain~~Changes ~~Company~~in ~~Projections”~~Control ~~beginning on page 43~~ of ~~the Schedule 14D-9:~~ Registrant.

•As Ina ~~addition,~~result ~~to facilitate Moelis’ calculation~~ of ~~unlevered~~the ~~free~~acceptance ~~cash flow for purposes~~ of ~~its~~Shares ~~discounted~~in ~~cash flow analysis,~~ the ~~Company~~Offer ~~supplementally~~on ~~provided~~July 7, to2011, ~~Moelis and Golden Gate Private Equity~~ a ~~projection~~change of ~~the~~control ~~annual excess~~ of ~~cash~~the ~~rent~~Company ~~expenditures~~occurred. ~~over~~Upon ~~GAAP~~the ~~rent~~effectiveness ~~expenses~~of ~~during~~ the ~~period~~Merger, ~~covered by~~ the ~~Projections.~~Company ~~Such~~became ~~excess~~a ~~was~~wholly ~~forecast~~owned tosubsidiary of ~~be approximately $4~~Parent.5 ~~million~~The indisclosure ~~2011,~~under ~~approximately $4~~Item 3.801 ~~million~~is inincorporated ~~2012,~~herein ~~approximately~~by $4reference.6 ~~million~~The intotal ~~2013,~~consideration ~~approximately $4.4 million in 2014 and approximately $4.2 million in 2015. Also to facilitate Moelis’ calculation of unlevered free cash flow~~ for ~~purposes~~all of ~~its~~the ~~discounted~~outstanding ~~cash flow analysis~~Shares, ~~the~~restricted ~~Company~~stock ~~supplementally~~and ~~provided~~options toin ~~Moelis~~connection awith ~~projection of~~ the ~~annual~~change ~~capital expenditures net~~ of ~~tenant~~control ~~improvement~~transaction ~~allowance~~was approximately $471.9 million. ~~Such~~The ~~capital~~source ~~expenditures net~~ of ~~tenant~~such ~~improvement~~funds ~~allowance~~ was ~~forecast~~proceeds tofrom bethe ~~approximately~~Company’s ~~$28.2~~New ~~million~~Credit ~~in 2011~~Agreements, ~~approximately~~equity ~~$28.3~~contributions ~~million~~from inGolden ~~2012,~~Gate ~~approximately~~Capital ~~$32.1~~Opportunity ~~million in 2013~~Fund, ~~approximately $36~~L.2P. ~~million in 2014~~ and ~~approximately~~cash ~~$40.4~~from ~~million~~the inCompany’s ~~2015~~balance sheet.

•Item ~~The~~5.02. ~~Company’s~~Departure ~~management~~of ~~did~~Directors ~~not provide~~ or ~~calculate~~Principal ~~cash~~Officers; ~~flow~~Election ~~or unlevered free cash flow estimates as part~~ of ~~the~~Directors; ~~Projections.~~Appointment ~~However, the Company was informed by Moelis that the Projections set forth above were some~~ of ~~the~~Principal ~~key~~Officers; ~~inputs~~Compensatory ~~utilized~~Agreements ~~by Moelis in calculating unlevered free cash flows for purposes~~ of ~~its~~Certain ~~discounted cash flow analysis~~Officers. ~~See “Item 4. The Solicitation or Recommendation—Opinion of the Company’s Financial Advisor—Financial Analyses—Discounted Cash Flow Analysis.”~~

~~Notice~~In connection with the Merger and as contemplated by the Merger Agreement, all the directors of the Company prior to ~~Investors~~the Merger voluntarily resigned from the Company’s board of directors effective as of the effective time of the Merger on July 7, 2011. Pursuant

~~This document is neither an offer to purchase nor a solicitation of an~~ ~~offer~~ to ~~sell any securities. The solicitation and~~ the ~~offer~~terms ~~to buy shares~~ of the ~~Company’s~~Merger ~~common~~Agreement, ~~stock~~on isJuly 7, ~~being~~2011, ~~made pursuant to an offer to purchase and related materials that affiliates of Golden Gate Capital filed with~~ the ~~Securities~~directors ~~and Exchange Commission. Affiliates~~ of ~~Golden~~Merger ~~Gate~~Sub ~~Capital~~immediately ~~have~~prior ~~filed~~to ~~a tender offer statement on Schedule TO with~~ the ~~Securities~~effective ~~and~~time ~~Exchange Commission in connection with the commencement~~ of the ~~offer~~Merger, ~~and~~which ~~the~~consisted ~~Company has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter~~ of ~~transmittal~~Joshua ~~and~~Olshansky ~~other offer documents)~~ and ~~the solicitation/recommendation statement,~~Kenneth ~~including any amendments thereto~~Diekroeger, ~~contain~~became ~~important information that should be read carefully and considered before any decision is made with respect to~~ the ~~tender~~directors ~~offer. These materials will be sent free~~ of ~~charge~~the toCompany ~~all~~following ~~stockholders of~~ the ~~Company when available~~Merger. InTwo ~~addition,~~directors ~~all~~ of ~~these materials (and all other materials filed by~~ the Company ~~with~~prior ~~the~~to ~~Securities and Exchange Commission) are available at no charge from~~ the ~~Securities~~Merger, ~~and~~Richard ~~Exchange Commission through its website at www~~L.~~sec.gov. Free~~ ~~copies~~Rosenfield ~~of the offer to purchase, the related letter of transmittal~~ and ~~certain~~Larry ~~other offering documents may be obtained by directing such requests to MacKenzie Partners, Inc~~S., ~~105 Madison Avenue~~Flax, ~~New~~were ~~York, New York 10016, Toll~~re-~~Free~~appointed ~~telephone 800-322-2885.~~to ~~Investors and security holders may also obtain free copies of~~ the ~~documents filed with the Securities and Exchange Commission by the~~ Company’s byBoard ~~contacting~~of ~~Investor~~Directors ~~Relations~~on ~~at 6053 W. Century Blvd.~~July 7, ~~Suite 1100, Los Angeles, CA 90045,~~ ~~Phone 310-342-5000 or cpkinfo@cpk~~2011.~~com.~~

~~Additional~~Item ~~Information~~5.03. ~~about~~Amendments ~~the~~to ~~Merger~~Articles ~~and~~of ~~Where~~Incorporation toor ~~Find~~Bylaws; ItChange of Fiscal Year.

In connection with the ~~potential~~consummation one-step merger, the Company has filed a proxy statement with the Securities and Exchange Commission. Additionally, the Company would file other relevant materials with the Securities and Exchange Commission in connection with the proposed acquisition of the ~~Company by an affiliate of Golden Gate Capital pursuant to the terms of an Agreement and Plan of~~ Merger ~~by and among the Company~~, ~~CPK Holdings Inc. and CPK Merger Sub Inc. The materials to be filed by~~ the Company ~~with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission~~’s ~~web~~Certificate ~~site at www.sec.gov. Free copies~~ of ~~the~~Incorporation ~~proxy~~and ~~statement~~By-Laws ~~may~~were beamended ~~obtained~~and byrestated ~~directing~~so ~~such~~as ~~requests~~ to ~~MacKenzie~~read ~~Partners,~~in ~~Inc.,~~their ~~105~~entirety ~~Madison~~as ~~Avenue,~~set ~~New~~forth ~~York,~~in ~~New~~Exhibits ~~York 10016, Toll-Free Telephone: 800-322-2885~~3.1 ~~Investors~~ and ~~security holders may also~~ ~~obtain free copies of the proxy statement by contacting the Company’s Investor Relations Department at 6053 W~~3.2 ~~Century Blvd~~hereto, ~~Suite~~which ~~1100, Los Angeles, CA 90045, telephone number 310-342-5000 or cpkinfo@cpk.com. Investors and security holders of the Company~~ are ~~urged~~incorporated toby ~~read~~reference the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the mergerherein.

~~The~~Item Company and its respective directors, executive officers and other members of its management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger8. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2010 annual meeting of stockholders, the Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended January 2, 2011 and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available01. ~~Information~~Other concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when it becomes availableEvents. Additional information regarding the Company’s directors and executive officers is also included in the Company’s proxy statement for its 2010 annual meeting of stockholders and is included in the Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended January 2, 2011 containing Part III information.

~~Forward-Looking~~On July 7, ~~Statements~~2011, the Company and Golden Gate Capital issued a joint press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

~~This~~Item ~~report contains forward-looking statements relating to the potential acquisition of California Pizza Kitchen, Inc~~9. ~~by an affiliate of Golden Gate Capital~~01. ~~These~~Financial ~~are~~Statements forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the transaction could vary materially as a result of a number of factors, including: uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; and ~~the possibility that various closing conditions for the transaction may not be satisfied or waived~~Exhibits. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K and Form 10-K/A for the fiscal year ended January 2, 2011 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect the Company’s expectations as of the date of this report. The Company undertakes no obligation to update the information provided herein.

~~SIGNATURE~~(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of California Pizza Kitchen, Inc.

3.2		Amended and Restated By-Laws of California Pizza Kitchen, Inc.

99.1		Joint Press Release issued by the Company and Golden Gate Capital on July 7, 2011.

			California Pizza Kitchen, Inc.
Date:	June 28, 2011	By:	/s/ Richard L. Rosenfield
		Name:	Richard L. Rosenfield
		Title:	Co-Chairman of the Board, Co-Chief Executive Officer, and Co-President
		By:	/s/ Larry S. Flax
		Name:	Larry S. Flax
		Title:	Co-Chairman of the Board, Co-Chief Executive Officer, and Co-President

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.


		California Pizza Kitchen, Inc.

Date: July 12, 2011	By:	/s/ Richard L. Rosenfield
	Name:	Richard L. Rosenfield
	Title:	Co-Chief Executive Officer, Co-President and Director

	By:	/s/ Larry S. Flax
	Name:	Larry S. Flax
	Title:	Co-Chief Executive Officer, Co-President and Director

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