<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                       THE CHEESECAKE FACTORY INCORPORATED
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                       51-0340466
   (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

                                26950 Agoura Road
                            Calabasas Hills, CA 91301
                                 (818) 871-3000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              --------------------

                       THE CHEESECAKE FACTORY INCORPORATED
                     YEAR 2000 PERFORMANCE STOCK OPTION PLAN
                            (Full title of the plan)

                               GERALD W. DEITCHLE
                            Executive Vice President
                           and Chief Financial Officer
                                26950 Agoura Road
                            Calabasas Hills, CA 91301
                                 (818) 871-3000
            (Name, address and telephone number of agent for service)

                              --------------------

                                    Copy to:
                             MARK A. BONENFANT, ESQ.
                       Buchalter, Nemer, Fields & Younger
                           a professional corporation
                      601 South Figueroa Street, Suite 2400
                       Los Angeles, California 90017-5704
                                 (213) 891-0700

                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------------- ---------------- ----------------------------- ------------------------------ ---------------------

     TITLE OF SECURITIES          AMOUNT TO BE     PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE           AMOUNT OF
      TO BE REGISTERED             REGISTERED          PRICE PER UNIT(1)              OFFERING PRICE             REGISTRATION FEE
------------------------------- ---------------- ----------------------------- ------------------------------ ---------------------
<S>                             <C>              <C>                           <C>                            <C>

Common Stock, $.01 par value     300,000 shares             $38.00                      $11,400,000                  $3,010.00
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  BASED ON THE CLOSING PRICE ON APRIL 5, 2000 THE REGISTRANT'S COMMON STOCK
     AS REPORTED BY THE NATIONAL MARKET SYSTEM.


<PAGE>

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in the
registration statement and are deemed to be a part thereof from the date of
filing such documents, and all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold.

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1999;

         (b) The Company's Registration Statement on Form 8-A, declared
effective by the Commission on September 17, 1992.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware provides, in
summary, that the directors and officers of the Company may, under certain
circumstances, be indemnified by the Company against all expenses incurred by or
imposed upon them as a result of actions, suits or proceedings brought against
them as such directors and officers, or as directors or officers of any other
organization at the request of the Company, if they act in good faith and in a
manner they reasonably believe to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, have no
reasonable cause to believe their conduct was unlawful, except that no
indemnification shall be made against expenses in respect to any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Section 145 of the Delaware General Corporation Law also provides that
directors and officers of the Company are entitled to such indemnification by
the Company to the extent that such persons are successful on the merits or
otherwise in defending any such action, suit or proceeding. The Company's Bylaws
provide for the indemnification by the Company of officers and directors to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law.

         Section 102 of the Delaware General Corporation Law provides that a
corporation, in its Certificate of Incorporation, may eliminate the personal
liability of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, other than liability for (1)
any breach of the director's duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) any transaction from
which the director derived an improper personal benefit and (4) unlawful payment
of dividends or unlawful stock purchases or redemptions.


                                     1
<PAGE>

         The Company's Certificate of Incorporation provides for the
elimination of personal liability of its directors as permitted by Section
102 of the Delaware General Corporation Law.

         The Company maintains a directors and officer's insurance policy for
the benefit of its directors and officers.

ITEM 8.  EXHIBITS.

         The Exhibits filed herewith are listed on the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

         1.       The undersigned registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

                  (b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.       The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         3.       Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expense incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                  2
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calabasas Hills, State of California, on April 5,
2000.

                                        THE CHEESECAKE FACTORY INCORPORATED,
                                        a Delaware Corporation


                                        By /s/ David Overton
                                          ------------------------------------
                                               David Overton
                                               Chairman of the Board, President
                                               and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

                         Name                                            Title                       Date
                         ----                                            -----                       ----
<S>                                                        <C>                               <C>
/s/ David Overton                                          Chairman of the Board,            April 5, 2000
-----------------------------------------------------      President and Chief Executive
David Overton                                              Officer, (Principal Executive
                                                           and Operating Officer)

/s/ Gerald W. Deitchle                                     Executive Vice-President, and     April 5, 2000
-----------------------------------------------------      Chief Financial Officer
Gerald W. Deitchle                                         (Principal Financial and
                                                           Accounting Officer)

/s/ Thomas L. Gregory                                      Director                          April 5, 2000
-----------------------------------------------------
Thomas L. Gregory

/s/ Jerome I. Kransdorf                                    Director                          April 5, 2000
-----------------------------------------------------
Jerome I. Kransdorf

/s/ Wayne H. White                                         Director                          April 5, 2000
-----------------------------------------------------
Wayne H. White

</TABLE>


                                          3
<PAGE>



                                  EXHIBIT INDEX

   Exhibit
   Number                                            Exhibit
   ------                                            -------

      4         Company's Year 2000 Performance Stock Option Plan

      5         Opinion of Buchalter, Nemer, Fields & Younger, a Professional
                Corporation

    23.1        Auditor's Consent of Independent Accountant

    23.2        Legal Counsel Consent is contained in Exhibit 5


                                          4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14739}]
{"company-data": {"conformed-name": "CHEESECAKE FACTORY INCORPORATED", "cik": "0000887596", "assigned-sic": "5812", "irs-number": "510340466", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34524", "film-number": "598663"}, "business-address": {"street1": "26950 AGOURA RD", "city": "CALABASAS HILLS", "state": "CA", "zip": "91301", "phone": "8188809323"}, "mail-address": {"street1": "26950 AGOURA RD", "street2": "26950 AGOURA RD", "city": "CALABASAS HILLS", "state": "CA", "zip": "91301"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                       THE CHEESECAKE FACTORY INCORPORATED
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                       51-0340466
   (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

                                26950 Agoura Road
                            Calabasas Hills, CA 91301
                                 (818) 871-3000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              --------------------

                       THE CHEESECAKE FACTORY INCORPORATED
                     YEAR 2000 PERFORMANCE STOCK OPTION PLAN
                            (Full title of the plan)

                               GERALD W. DEITCHLE
                            Executive Vice President
                           and Chief Financial Officer
                                26950 Agoura Road
                            Calabasas Hills, CA 91301
                                 (818) 871-3000
            (Name, address and telephone number of agent for service)

                              --------------------

                                    Copy to:
                             MARK A. BONENFANT, ESQ.
                       Buchalter, Nemer, Fields & Younger
                           a professional corporation
                      601 South Figueroa Street, Suite 2400
                       Los Angeles, California 90017-5704
                                 (213) 891-0700

                              --------------------

                         CALCULATION OF REGISTRATION FEE
------------------------------- ---------------- ----------------------------- ------------------------------ ---------------------

     TITLE OF SECURITIES          AMOUNT TO BE     PROPOSED MAXIMUM OFFERING    PROPOSED MAXIMUM AGGREGATE           AMOUNT OF
      TO BE REGISTERED             REGISTERED          PRICE PER UNIT(1)              OFFERING PRICE             REGISTRATION FEE
------------------------------- ---------------- ----------------------------- ------------------------------ ---------------------
Common Stock, $.01 par value     300,000 shares             $38.00                      $11,400,000                  $3,010.00
-----------------------------------------------------------------------------------------------------------------------------------
(1)  BASED ON THE CLOSING PRICE ON APRIL 5, 2000 THE REGISTRANT'S COMMON STOCK
     AS REPORTED BY THE NATIONAL MARKET SYSTEM.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are hereby incorporated by reference in the
registration statement and are deemed to be a part thereof from the date of
filing such documents, and all documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold.

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1999;

         (b) The Company's Registration Statement on Form 8-A, declared
effective by the Commission on September 17, 1992.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of Delaware provides, in
summary, that the directors and officers of the Company may, under certain
circumstances, be indemnified by the Company against all expenses incurred by or
imposed upon them as a result of actions, suits or proceedings brought against
them as such directors and officers, or as directors or officers of any other
organization at the request of the Company, if they act in good faith and in a
manner they reasonably believe to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, have no
reasonable cause to believe their conduct was unlawful, except that no
indemnification shall be made against expenses in respect to any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Section 145 of the Delaware General Corporation Law also provides that
directors and officers of the Company are entitled to such indemnification by
the Company to the extent that such persons are successful on the merits or
otherwise in defending any such action, suit or proceeding. The Company's Bylaws
provide for the indemnification by the Company of officers and directors to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law.

         Section 102 of the Delaware General Corporation Law provides that a
corporation, in its Certificate of Incorporation, may eliminate the personal
liability of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, other than liability for (1)
any breach of the director's duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) any transaction from
which the director derived an improper personal benefit and (4) unlawful payment
of dividends or unlawful stock purchases or redemptions.

                                     1
The Company's Certificate of Incorporation provides for the
elimination of personal liability of its directors as permitted by Section
102 of the Delaware General Corporation Law.

         The Company maintains a directors and officer's insurance policy for
the benefit of its directors and officers.

ITEM 8.  EXHIBITS.

         The Exhibits filed herewith are listed on the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

         1.       The undersigned registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.

                  (b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.       The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         3.       Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expense incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                  2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calabasas Hills, State of California, on April 5,
2000.

                                        THE CHEESECAKE FACTORY INCORPORATED,
                                        a Delaware Corporation

                                        By /s/ David Overton
                                          ------------------------------------
                                               David Overton
                                               Chairman of the Board, President
                                               and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name                                            Title                       Date
                         ----                                            -----                       ----
/s/ David Overton                                          Chairman of the Board,            April 5, 2000
-----------------------------------------------------      President and Chief Executive
David Overton                                              Officer, (Principal Executive
                                                           and Operating Officer)

/s/ Gerald W. Deitchle                                     Executive Vice-President, and     April 5, 2000
-----------------------------------------------------      Chief Financial Officer
Gerald W. Deitchle                                         (Principal Financial and
                                                           Accounting Officer)

/s/ Thomas L. Gregory                                      Director                          April 5, 2000
-----------------------------------------------------
Thomas L. Gregory

/s/ Jerome I. Kransdorf                                    Director                          April 5, 2000
-----------------------------------------------------
Jerome I. Kransdorf

/s/ Wayne H. White                                         Director                          April 5, 2000
-----------------------------------------------------
Wayne H. White
3
EXHIBIT INDEX

   Exhibit
   Number                                            Exhibit
   ------                                            -------

      4         Company's Year 2000 Performance Stock Option Plan

      5         Opinion of Buchalter, Nemer, Fields & Younger, a Professional
                Corporation

    23.1        Auditor's Consent of Independent Accountant

    23.2        Legal Counsel Consent is contained in Exhibit 5

                                          4