PROSPECTUS SUMMARY

The items in the following summary are described in more detail later in this prospectus. The summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus, including the "Risk Factors" section and the consolidated financial statements and notes.

California Pizza Kitchen

California Pizza Kitchen is a leading casual dining restaurant chain in the premium pizza segment with a recognized consumer brand and an established, loyal customer base. We currently own, license or franchise 100 restaurants in 21 states, the District of Columbia and three foreign countries, of which 74 are company-owned and 26 are licensed or franchised. Our signature line of innovative premium pizzas include our original best sellers, the BBQ Chicken Pizza and the Thai Chicken Pizza, and more recent creations such as the Philly Cheesesteak Pizza, Havana Chicken Pizza, and Grilled Garlic Shrimp Pizza. We also serve distinctive pastas, salads, soups, appetizers and desserts, including our Chicken-Tequila Fettuccine, BBQ Chicken Chopped Salad, Hearth- Baked Tortilla Spring Rolls and Key Lime Pie. Our restaurants feature an exhibition-style kitchen centered around an open-flame oven and provide a high energy, casual dining experience. We believe our restaurants, which offer a highly differentiated and distinctive menu, outstanding customer service, and an average guest check of approximately $10.50, provide an exceptional dining value and appeal to a broad base of consumers.

California Pizza Kitchen was founded in 1985 by Rick Rosenfield and Larry Flax who were among the first to recognize the broad consumer appeal of innovative premium pizzas. In 1992, PepsiCo, Inc. acquired a majority interest in our company. In September 1997, PepsiCo divested its interest, and Bruckmann, Rosser, Sherrill & Co., L.P. became our controlling shareholder through a merger and leveraged recapitalization transaction. Soon thereafter, a new management team led by Frederick R. Hipp, our Chief Executive Officer and President and a 25-year veteran of the restaurant industry, was put in place. Under our new ownership and management team, and in conjunction with our co- founders, we implemented a number of new initiatives including increased portion sizes, cost reduction strategies, broadened distribution channels, upgraded ingredients and menu items, and a more disciplined growth plan. These initiatives have resulted in improved operating results as evidenced by an increase in our restaurant level cash flow margins from 13.9% in 1997, to 17.6% in 1998, to 18.4% in 1999 and to 19.4% in the first three months of 2000, and increases in company-owned comparable restaurant sales of 6.1% in 1998, 4.1% in 1999 and 6.8% during the first three months of 2000.

Since our inception 15 years ago, we believe we have developed strong brand awareness primarily through the development of our full service restaurants. As part of our strategy to build upon our leadership position in the premium pizza segment and expand our channels of distribution, we have developed a high quality fast-casual concept called California Pizza Kitchen ASAP. Our ASAP restaurants, which are significantly smaller than our full service restaurants and offer a limited selection of our most popular pizzas, salads, sandwiches and appetizers, provide us with additional development opportunities in attractive high traffic venues. There are currently a total of 19 franchised ASAP locations, of which 18 are franchised by Host Marriott Services. We also have a strategic alliance with Kraft Pizza Company, a subsidiary of Kraft Foods, Inc., to distribute a line of premium frozen pizzas through supermarkets and other retail outlets. We expect these additional distribution channels to provide significant growth opportunities; however, development of full service restaurants will remain our primary focus in the near-term.

Our objectives include continuing to build our brand awareness and customer loyalty, and extending our leadership position in the casual dining and premium pizza segments. We intend to utilize the strategies discussed below to achieve these objectives.

. Offer high quality, innovative menu items. We believe the success of our concept is due to our ability to interpret various food trends on our platform of pizza, pasta, salads and appetizers, and offer items that appeal to a variety of tastes. Our restaurants feature menu items that use high quality ingredients, such as 100% pure olive oil, imported cheeses and fresh produce, imaginative pizza toppings such as barbecue chicken, spicy peanut ginger and sesame sauce and Japanese eggplant, and showcase recipes that capture an assortment of unique tastes and flavors that customers readily identify, but do not typically associate with pizza.

. Provide an excellent dining value with broad consumer appeal. We offer large portions of innovative, high quality food, superior service and a sophisticated yet casual atmosphere, all for an average guest check of approximately $10.50. We believe this price-to-value relationship differentiates us from our competitors, many of whom have significantly higher average checks, and allows us to appeal to a broad group of consumers.

. Build awareness of the California Pizza Kitchen brand. We believe that California Pizza Kitchen is a brand that has traditionally been associated with high quality, innovative food items, exceptional service and a strong price-to-value relationship. We also believe that many of our original recipes are closely associated with the California Pizza Kitchen brand name. We have promoted brand awareness through the distinctive features of our yellow, black and white logo, innovative marketing and public relations programs and strategic alliances with high quality partners, including Kraft Pizza Company which distributes our premium frozen pizzas, and Host Marriott Services, which franchises our ASAP fast-casual concept.

. Pursue disciplined restaurant growth. Our new management team adheres to a disciplined expansion strategy, including the limited development of additional franchise restaurants. We opened five company-owned full service restaurants in 1999 and expect to open an additional company- owned restaurants in 2000, of which will be full service restaurants and will be ASAP restaurants. Thus far in 2000, we have opened three full service restaurants in Chicago, Denver and San Diego. We currently have four company-owned restaurants under construction, including two ASAP restaurants. We have signed leases and letters of intent covering the remaining restaurants we plan to open in 2000. In addition, in late 1999 we hired a Senior Vice President and Chief Development Officer with more than ten years of restaurant real estate experience to oversee our expansion.

. Maintain strong unit economics. For 1999, sales for our 66 full service restaurants open for the entire year averaged $2.6 million and generated average restaurant-level pre-tax cash flow of $496,000 or 19.2% of restaurant sales. Since the beginning of 1998, our total cash investment per full service restaurant, net of landlord contributions, averaged $1.4 million, excluding pre-opening costs, which were approximately $147,000 per restaurant. We believe that our cash flow margins and return on investment for our company-owned ASAP restaurants will be comparable to those of our full service restaurants.

. Provide superior customer service. We have developed and fostered an organizational culture based on mutual respect, open communication and strong relationships with our employees. We believe that our culture, a highly evolved training program for our restaurant staff, and a profitability and service-based bonus program for our restaurant managers, allow us to achieve a high level of customer service and satisfaction and help us to ensure superior execution at the restaurant level.

We are a California corporation formed on October 7, 1985. Our principal executive offices are located at 6053 West Century Boulevard, 11th Floor, Los Angeles, California 90045, and our telephone number is (310) 342-5000. Our website is located at www.cpk.com.