Securities Registration (section 12(b)) (8-a12b)
June 05 2019 - 8:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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84-1573084
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6312 S. Fiddlers Green Circle, Suite 200N
Greenwood Village, Colorado
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80111
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be registered
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Name of each exchange on which
each class is to be registered
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Preferred Stock Purchase Rights
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NASDAQ Global Select Market
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
o
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrants Securities to be Registered
A description of the Registrants Series A Junior Participating Preferred Stock Purchase Rights is set forth under Entry into a Material Definitive Agreement in the Registrants
Current Report on Form 8-K,
filed with the Securities and Exchange Commission on June 5, 2019, which description is incorporated herein by reference.
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Item 2.
Exhibits.
Exhibit
No.
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Description
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3.1
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Certificate of Designation of Series A Junior Participating Preferred Stock of Red Robin Gourmet Burgers, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Red Robin Gourmet Burgers, Inc. with the United States Securities and Exchange Commission on June 5, 2019).
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4.1
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Rights Agreement, dated as of June 4, 2019, between Red Robin Gourmet Burgers, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Red Robin Gourmet Burgers, Inc. with the United States Securities and Exchange Commission on June 5, 2019).
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Date: June 5, 2019
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RED ROBIN GOURMET BURGERS, INC.
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By:
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/s/ Michael L. Kaplan
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Michael L. Kaplan
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Senior Vice President and Chief Legal Officer
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