<PAGE>

    As Filed With the Securities and Exchange Commission on January 17, 2002

                                                  Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              CKE RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                               33-0602639
-------------------------------               -------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)


              401 West Carl Karcher Way, Anaheim, California, 92801
             -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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


                            2001 STOCK INCENTIVE PLAN
                           ---------------------------
                            (Full title of the plan)


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


                                Andrew F. Puzder
                 President, Chief Executive Officer and Director
                              CKE Restaurants, Inc.
              401 West Carl Karcher Way, Anaheim, California, 92801
             -------------------------------------------------------
                     (Name and address of agent for service)

                                 (714) 774-5796
                                ----------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             C. Craig Carlson, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000


<PAGE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================
                      Proposed Maximum         Offering    Proposed Maximum      Amount of
Title of Securities   Amount to be             Price Per   Aggregate Offering    Registration
to be Registered      Registered (1)           Share (2)   Price                 Fee
----------------------------------------------------------------------------------------------
<S>                   <C>                      <C>         <C>                   <C>
Common Stock, $.01    800,000 shares             $9.18       $7,344,000            $675.65
par value
==============================================================================================
</TABLE>

(1)  Also registered hereunder are an indeterminate number of shares which may
     become issuable pursuant to the anti-dilution adjustment provisions of the
     Registrant's 2001 Stock Incentive Plan (the "2001 Plan").

(2)  In accordance with Rule 457(h), the aggregate offering price of shares of
     Common Stock registered hereby is estimated, solely for purposes of
     calculating the registration fee, on the basis of the price of securities
     of the same class, as determined in accordance with Rule 457(c), using the
     average of the high and low prices reported by the New York Stock Exchange
     for the Common Stock on January 10, 2002, which was $9.18 per share.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by CKE Restaurants, Inc. (the "Registrant"
or the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

        (a)    the Company's Annual Report on Form 10-K, as amended, for the
               fiscal year ended January 29, 2001;

        (b)    the Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended May 21, 2001, August 13, 2001, and November 5,
               2001;

        (c)    the Company's Definitive Proxy Statement on Schedule 14A for the
               2001 Annual Meeting of Stockholders, filed on May 14, 2001; and

        (d)    the description of the Registrant's common stock, par value $.01
               per share (the "Common Stock"), contained in the Registrant's
               Registration Statement filed under Section 12 of the Exchange
               Act, including any amendment or report filed for the purpose of
               updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all of such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant's Certificate of Incorporation limits, to the
maximum extent permitted by Delaware law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.




                                      II-1
<PAGE>

               Section 145 of the DGCL provides that a corporation may indemnify
any person made a party to an action (other than an action by or in the right of
the corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8. EXHIBITS.

               The following exhibits are filed as part of this Registration
Statement:

<TABLE>
<CAPTION>
Number                 Description
------                 -----------
<S>            <C>
 4.1           2001 Stock Incentive Plan

 5.1           Opinion of Stradling Yocca Carlson & Rauth, a Professional
               Corporation

23.1           Consent of KPMG LLP, independent auditors, with respect to the
               consolidated financial statements of the Registrant

23.2           Consent of Stradling Yocca Carlson & Rauth, a Professional
               Corporation (included in the Opinion filed as Exhibit 5.1)

24.1           Power of Attorney (included on the signature page)
</TABLE>


ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

        (1)    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;




                                      II-2
<PAGE>

               (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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

        (2) 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.

        (3) 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.

(b) 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 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.

(c) 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 expenses 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 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.




                                      II-3
<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 Anaheim, State of California, on the 8th day of
January, 2002.


                                   CKE Restaurants, Inc.


                                   By: /s/ Andrew F. Puzder
                                       --------------------------------------
                                       Andrew F. Puzder
                                       President, Chief Executive Officer and
                                       Director


                                POWER OF ATTORNEY

        We, the undersigned directors and officers of CKE Restaurants, Inc. do
hereby constitute and appoint Andrew F. Puzder and Dennis J. Lacey, and each of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) to this
Registration Statement, or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended; and we do hereby ratify and confirm all that the said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof.

        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>
Signature                           Title                          Date
<S>                                 <C>                            <C>


/s/ William P. Foley                Chairman of the Board          January 8, 2002
-----------------------------
William P. Foley II


/s/ Andrew F. Puzder                President, Chief Executive     January 8, 2002
-----------------------------       Officer, and Director
Andrew F. Puzder                    (Principal Executive Officer)
</TABLE>




                                      II-4
<PAGE>

<TABLE>
<CAPTION>
Signature                           Title                          Date
<S>                                 <C>                            <C>
/s/ Dennis J. Lacey                 Executive Vice President and   January 8, 2002
-----------------------------       Chief Financial Officer
Dennis J. Lacey                     (Principal Financial and
                                    Accounting Officer)


/s/ Byron Allumbaugh                Director                       January 8, 2002
-----------------------------
Byron Allumbaugh


/s/ Peter Churm                     Director                       January 8, 2002
-----------------------------
Peter Churm


/s/ Carl L. Karcher                 Director                       January 8, 2002
-----------------------------
Carl L. Karcher


/s/ Carl N. Karcher                 Director                       January 8, 2002
-----------------------------
Carl N. Karcher


/s/ Daniel D. Lane                  Vice Chairman of the Board     January 8, 2002
-----------------------------
Daniel D. (Ron) Lane


/s/ Daniel E. Ponder, Jr.           Director                       January 8, 2002
-----------------------------
Daniel E. Ponder, Jr.


/s/ Frank P. Willey                 Director                       January 8, 2002
-----------------------------
Frank P. Willey
</TABLE>




                                      II-5
<PAGE>

                                  EXHIBIT INDEX

        The following exhibits are filed as part of this Registration Statement:


<TABLE>
<CAPTION>
Number                 Description
------                 -----------
<S>            <C>
 4.1           2001 Stock Incentive Plan

 5.1           Opinion of Stradling Yocca Carlson & Rauth, a Professional
               Corporation

23.1           Consent of KPMG LLP, independent auditors, with respect to the
               consolidated financial statements of the Registrant

23.2           Consent of Stradling Yocca Carlson & Rauth, a Professional
               Corporation (included in the Opinion filed as Exhibit 5.1)

24.1           Power of Attorney (included on the signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a78317ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17299}]
{"company-data": {"conformed-name": "CKE RESTAURANTS INC", "cik": "0000919628", "assigned-sic": "5812", "irs-number": "330602639", "state-of-incorporation": "DE", "fiscal-year-end": "0125"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76884", "film-number": "2511526"}, "business-address": {"street1": "401 WEST CARL KARCHER WAY", "city": "ANAHEIM", "state": "CA", "zip": "92801", "phone": "7147745796"}, "mail-address": {"street1": "401 WEST CARL KARCHER WAY", "city": "ANAHEIM", "state": "CA", "zip": "92801"}}
As Filed With the Securities and Exchange Commission on January 17, 2002

                                                  Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              CKE RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                               33-0602639
-------------------------------               -------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

              401 West Carl Karcher Way, Anaheim, California, 92801
             -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

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

                            2001 STOCK INCENTIVE PLAN
                           ---------------------------
                            (Full title of the plan)

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

                                Andrew F. Puzder
                 President, Chief Executive Officer and Director
                              CKE Restaurants, Inc.
              401 West Carl Karcher Way, Anaheim, California, 92801
             -------------------------------------------------------
                     (Name and address of agent for service)

                                 (714) 774-5796
                                ----------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             C. Craig Carlson, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000
CALCULATION OF REGISTRATION FEE
==============================================================================================
                      Proposed Maximum         Offering    Proposed Maximum      Amount of
Title of Securities   Amount to be             Price Per   Aggregate Offering    Registration
to be Registered      Registered (1)           Share (2)   Price                 Fee
----------------------------------------------------------------------------------------------
Common Stock, $.01    800,000 shares             $9.18       $7,344,000            $675.65
par value
==============================================================================================
(1)  Also registered hereunder are an indeterminate number of shares which may
     become issuable pursuant to the anti-dilution adjustment provisions of the
     Registrant's 2001 Stock Incentive Plan (the "2001 Plan").

(2)  In accordance with Rule 457(h), the aggregate offering price of shares of
     Common Stock registered hereby is estimated, solely for purposes of
     calculating the registration fee, on the basis of the price of securities
     of the same class, as determined in accordance with Rule 457(c), using the
     average of the high and low prices reported by the New York Stock Exchange
     for the Common Stock on January 10, 2002, which was $9.18 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by CKE Restaurants, Inc. (the "Registrant"
or the "Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this registration statement:

        (a)    the Company's Annual Report on Form 10-K, as amended, for the
               fiscal year ended January 29, 2001;

        (b)    the Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended May 21, 2001, August 13, 2001, and November 5,
               2001;

        (c)    the Company's Definitive Proxy Statement on Schedule 14A for the
               2001 Annual Meeting of Stockholders, filed on May 14, 2001; and

        (d)    the description of the Registrant's common stock, par value $.01
               per share (the "Common Stock"), contained in the Registrant's
               Registration Statement filed under Section 12 of the Exchange
               Act, including any amendment or report filed for the purpose of
               updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all of such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               The Registrant's Certificate of Incorporation limits, to the
maximum extent permitted by Delaware law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.

                                      II-1
Section 145 of the DGCL provides that a corporation may indemnify
any person made a party to an action (other than an action by or in the right of
the corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8. EXHIBITS.

               The following exhibits are filed as part of this Registration
Statement:
Number                 Description
------                 -----------
4.1           2001 Stock Incentive Plan

 5.1           Opinion of Stradling Yocca Carlson & Rauth, a Professional
               Corporation

23.1           Consent of KPMG LLP, independent auditors, with respect to the
               consolidated financial statements of the Registrant

23.2           Consent of Stradling Yocca Carlson & Rauth, a Professional
               Corporation (included in the Opinion filed as Exhibit 5.1)

24.1           Power of Attorney (included on the signature page)
ITEM 9. UNDERTAKINGS.

(a)     The undersigned Registrant hereby undertakes:

        (1)    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;

                                      II-2
(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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.

        (2) 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.

        (3) 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.

(b) 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 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.

(c) 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 expenses 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 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.

                                      II-3
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 Anaheim, State of California, on the 8th day of
January, 2002.

                                   CKE Restaurants, Inc.

                                   By: /s/ Andrew F. Puzder
                                       --------------------------------------
                                       Andrew F. Puzder
                                       President, Chief Executive Officer and
                                       Director

                                POWER OF ATTORNEY

        We, the undersigned directors and officers of CKE Restaurants, Inc. do
hereby constitute and appoint Andrew F. Puzder and Dennis J. Lacey, and each of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) to this
Registration Statement, or any related registration statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended; and we do hereby ratify and confirm all that the said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof.

        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.
Signature                           Title                          Date
/s/ William P. Foley                Chairman of the Board          January 8, 2002
-----------------------------
William P. Foley II

/s/ Andrew F. Puzder                President, Chief Executive     January 8, 2002
-----------------------------       Officer, and Director
Andrew F. Puzder                    (Principal Executive Officer)
II-4
Signature                           Title                          Date
/s/ Dennis J. Lacey                 Executive Vice President and   January 8, 2002
-----------------------------       Chief Financial Officer
Dennis J. Lacey                     (Principal Financial and
                                    Accounting Officer)

/s/ Byron Allumbaugh                Director                       January 8, 2002
-----------------------------
Byron Allumbaugh

/s/ Peter Churm                     Director                       January 8, 2002
-----------------------------
Peter Churm

/s/ Carl L. Karcher                 Director                       January 8, 2002
-----------------------------
Carl L. Karcher

/s/ Carl N. Karcher                 Director                       January 8, 2002
-----------------------------
Carl N. Karcher

/s/ Daniel D. Lane                  Vice Chairman of the Board     January 8, 2002
-----------------------------
Daniel D. (Ron) Lane

/s/ Daniel E. Ponder, Jr.           Director                       January 8, 2002
-----------------------------
Daniel E. Ponder, Jr.

/s/ Frank P. Willey                 Director                       January 8, 2002
-----------------------------
Frank P. Willey
II-5
EXHIBIT INDEX

        The following exhibits are filed as part of this Registration Statement:
Number                 Description
------                 -----------
4.1           2001 Stock Incentive Plan

 5.1           Opinion of Stradling Yocca Carlson & Rauth, a Professional
               Corporation

23.1           Consent of KPMG LLP, independent auditors, with respect to the
               consolidated financial statements of the Registrant

23.2           Consent of Stradling Yocca Carlson & Rauth, a Professional
               Corporation (included in the Opinion filed as Exhibit 5.1)

24.1           Power of Attorney (included on the signature page)