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): February 16, 2006
CHECKERS
DRIVE-IN RESTAURANTS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
Commission
File Number: 0-19649
I.R.S.
Employer Identification Number: 58-1654960
4300
West
Cypress Street,
Tampa,
Florida 33607
Telephone:
(813) 283-7000
(Address
of principal executive offices and telephone number)
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)
[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
1.01. Entry into a Material Definitive Agreement.
On
February 16, 2006, Checkers Drive-In Restaurants, Inc., a Delaware corporation
(the “Company”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Taxi Holdings Corp., a Delaware corporation, and Taxi
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Taxi
Holdings Corp. The Company will file an Amendment to this Current Report
on Form
8-K within four business days of February 16, 2006, describing the terms
of the
Merger Agreement that are material to the Company and any other information
required by this Item 1.01.
A
press
release issued by the Company on February 17, 2006, relating to the Merger
Agreement and the Merger and attached as Exhibit 99.1 hereto, is incorporated
by
reference herein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press
Release, dated February 17, 2006
SIGNATURE
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.
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CHECKERS
DRIVE-IN RESTAURANTS, INC.
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Date:
February 17, 2006
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By:
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/s/
Brian R. Doster
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Brian
R. Doster,
Vice
President, Corporate Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
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99.1
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