- Tender offer statement by Issuer (SC TO-I)
January 14 2009 - 5:26PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
RED
ROBIN GOURMET BURGERS, INC.
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(Name of Subject
Company (Issuer) and Filling Person (Offeror))
|
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OPTIONS
TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of
Class of Securities)
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75689M101
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(CUSIP Number of
Common Stock Underlying Class of Securities)
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Dennis
B. Mullen
Chief
Executive Officer and Chairman of the Board
Red
Robin Gourmet Burgers, Inc.
6312
S. Fiddlers Green Circle, Suite 200N
Greenwood
Village, CO 80111
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(Name, Address,
and Telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
|
Copy to:
Ronald
R. Levine, II, Esq.
Davis
Graham & Stubbs LLP
1550
Seventeenth Street, Suite 500
Denver,
Colorado 80202
Telephone:
(303) 892-9400
|
|
Annita
M. Menogan, Esq.
Chief
Legal Officer
Red
Robin Gourmet Burgers, Inc.
6312
S. Fiddlers Green Circle, Suite 200N
Greenwood
Village, CO 80111
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|
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Calculation of
Filing Fee
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Transaction Valuation*
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Amount of filing fee**
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$3,669,615.83
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$144.22
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*Calculated solely for
purposes of determining the filing fee.
The calculation of the transaction valuation assumes that options to purchase
1,645,248 shares of common stock that are eligible to participate in this offer
will be purchased by the issuer for an aggregate of $3,669,615.83 in cash. The actual transaction value will be based on
the number of options tendered, if any, which may result in a lesser aggregate
amount.
**The amount of the
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal
year 2008, equals $39.30 per million dollars of the transaction value. The transaction valuation set forth above was
calculated for the sole purpose of determining the filing fee and should not be
used for any other purpose.
o
Check the box if any part of the fee is
offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount
Previously Paid:
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Form or
Registration No.:
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Filing
Party:
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Date
Filed:
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¨
Check the box if the filing relates solely
to preliminary communications made before the commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
o
third-party tender offer subject to Rule 14d-1.
x
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13E-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box
if the filing is a final amendment reporting the results of the tender
offer:
¨
As permitted by General
Instruction F of the Schedule TO, certain information set forth in the Offer
to Purchase Outstanding Stock Options for Cash dated January 14, 2009
(the
Offering Document
) attached
hereto as Exhibit (a)(1)(i), is incorporated by reference to this Schedule TO.
Item 1.
Summary
Term Sheet.
The information set forth
in the Offering Document under Section I - Offer Summary Questions and
Answers (the
Summary Term Sheet
),
is incorporated herein by reference.
Item 2.
Subject
Company Information.
(a) The issuer is Red Robin Gourmet
Burgers, Inc., a Delaware corporation (the
Company
). The Companys
principal executive office is located at 6312 S. Fiddlers Green Circle, Suite 200N,
Greenwood Village, Colorado 80111 and the telephone number of its principal
executive office is (303) 846-6000.
(b) The information set forth in the
Offering Document under the Summary Term Sheet (Section I) and Section 2
of the Offer Terms (Section III) (Eligible Options; Expiration Date), is
incorporated herein by reference.
(c) The information set forth in the
Offering Document under Section 11 of the Offer Terms (Section III) (Price
Range of Common Stock Underlying Eligible Options), is incorporated herein by
reference.
Item 3.
Identity
and Background of Filing Person.
The Company is both the
filing person and the subject company.
The information set forth under Item 2(a) above and the information
set forth in the Offering Document under Section 12 of the Offer Terms (Section III)
(Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning Eligible Options) and Schedule A: Information Concerning Our
Directors and Executive Officers, is incorporated herein by reference.
Item 4.
Terms
of the Transaction.
(a) The information set forth under Item
2(b) above and set forth in the Offering Document under the Summary Term
Sheet (Section I), Section 2 of the Offer Terms (Section III) (Eligible
Options; Expiration Date), Section 4 of the Offer Terms (Section III)
(Cash Payment for Eligible Options), Section 5 of the Offer Terms (Section III)
(Procedures for Tendering Eligible Options), Section 6 of the Offer
Terms (Section III) (Withdrawal Rights), Section 8 of the Offer
Terms (Section III) (Extension of Offer; Termination; Amendment;
Subsequent Offering Period), Section 9 of the Offer Terms (Section III)
(Material U.S. Federal Income Tax Consequences), and Section 13 of the
Offer Terms (Section III) (Status of Eligible Options Acquired by the
Company in the Offer; Accounting Consequences of the Offer), is incorporated
herein by reference.
(b) The information set forth in the
Offering Document under the Summary Term Sheet (Section I) and Section 12
of the Offer Terms (Section III) (Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning Eligible Options) and
Schedule A: Information Concerning Our Directors and Executive Officers, is
incorporated herein by reference.
Item 5. Past Contracts,
Transactions, Negotiations and Agreements.
(e) The information set forth in the
Offering Document under Section 12 of the Offer Terms (Section III) (Interests
of Directors and Executive Officers, Transactions and Arrangements Concerning
Eligible
3
Options) and Section 18
of the Offer Terms (Section III) (Corporate Plans, Proposals and
Negotiations), is incorporated herein by reference.
Item 6.
Purpose
of the Transaction and Plans or Proposals.
(a) The information set forth in the
Offering Document under the Summary Term Sheet (Section I) and Section 3
of the Offer Terms (Section III) (Purpose of the Offer), is incorporated
herein by reference.
(b) The information set forth in the
Offering Document under the Summary Term Sheet (Section I), Section 3
of the Offer Terms (Section III) (Purpose of the Offer) and Section 5
of the Offer Terms (Section III) (Procedures for Tending Eligible Options),
is incorporated herein by reference.
(c) The information set forth in the
Offering Document under Section 18 of the Offer Terms (Section III) (Corporate
Plans, Proposals and Negotiations), is incorporated herein by reference.
Item 7.
Source
and Amount of Funds or Other Consideration.
(a) The information set forth in the
Offering Document under Section 16 of the Offer Terms (Section III) (Source
and Amount of Consideration), is incorporated herein by reference.
(b) Not applicable.
(d) On June 15, 2007, Red Robin
Gourmet Burgers, Inc. entered into an Amended and Restated Credit
Agreement (Credit Agreement) by and among Red Robin Gourmet Burgers, Inc.,
Red Robin International, Inc., as the borrower, the domestic subsidiaries
of the borrower from time to time parties thereto, the lenders parties thereto,
Wachovia Bank, National Association, as Administrative Agent, Wells Fargo Bank,
National Association, and Bank of America, N.A., as Syndication Agents, KeyBank
National Association and Suntrust Bank, as Documentation Agents, and Wachovia
Capital Markets, LLC, as Lead Arranger and Book Runner. The amended
credit facility is comprised of a $150 million term loan and a $150 million
revolving line of credit, and matures on June 15, 2012, with an option to
extend the maturity date on the revolving line of credit for up to two
additional years at the Companys request and lender participation. The current weighted average interest rate on
our borrowings under the Credit Agreement is 2.118%. Red Robin International, Inc. is the
borrower under the Credit Agreement, and certain of its subsidiaries and the
registrant are guarantors of borrowers obligations under the Credit
Agreement. Borrowings under the Credit Agreement are secured by
substantially all of the assets of the borrower and the guarantors, including
Red Robin Gourmet Burgers, Inc. Borrowings under the Credit
Agreement are available to the borrower to finance restaurant construction and
related costs, to refinance certain existing debt, to provide for working
capital and general corporate requirements, to finance potential acquisitions
relating to the purchase of franchised restaurants and to redeem and/or
repurchase shares of capital stock of the registrant, with certain
limitations. The Company does not have
any current plans or arrangements to finance or repay in full the amounts
outstanding under the Credit Agreement other than as required by the terms
thereof. As required by the terms of the
Credit Agreement, the Company has received approval from the requisite number
of lenders to commence and consummate the tender offer.
Item 8.
Interest
in Securities of the Subject Company.
(a) The information set forth in the
Offering Document under Section 12 of the Offer Terms (Section III) (Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning
Eligible Options) and Schedule A: Information Concerning Our Directors and
Executive Officers, is incorporated herein by reference.
(b) There have been no transactions in
the subject securities in the past 60 days for any of the persons for whom
disclosure is required.
4
Item 9.
Persons/Assets,
Retained, Employed, Compensated or Used.
The Company has not
directly or indirectly employed, retained or compensated any person to make
solicitations or recommendations in connection with the tender offer.
Item 10.
Financial
Statements.
Not applicable.
Item 11.
Additional
Information.
(a) The information set forth under the
Offering Document in Section 12 of the Offer Terms (Section III) (Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning
Eligible Options) and Section 14 of the Offer Terms (Section III) (Legal
Matters; Regulatory Approvals), is incorporated herein by reference.
Item 12. Exhibits.
Exhibit
Number
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Description
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(a)(1)(i)
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Offer to Purchase
Outstanding Stock Options for Cash, dated January 14, 2009.
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(a)(1)(ii)
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Introductory Letter
Announcing Offer to Purchase Options.
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(a)(1)(iii)
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Form of e-mail to
Eligible Employees Announcing Offer to Purchase Options.
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(a)(1)(iv)
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Election
Form (transmittal letter).
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(a)(1)(v)
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Form of Election
Withdrawal Notice.
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(a)(1)(vi)
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Form of Reminder Notice to Eligible Employees.
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(a)(1)(vii)
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Form of Notice to Eligible Employees Confirming
Receipt of Election Form.
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(a)(1)(viii)
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Form of Notice to Eligible Employees Confirming
Receipt of Election Withdrawal Notice.
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(a)(1)(ix)
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Form of Personnel Summary Statement.
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(a)(1)(x)
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Form of Cash Payment Statement.
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(a)(1)(xi)
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Form of Communication Responding to Request for
Additional Documents.
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(a)(1)(xii)
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Form of Notice to Eligible Employees Rejecting the
Election Form.
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(a)(1)(xiii)
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Form of Notice to Eligible Employees Rejecting the
Election Withdrawal Notice.
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(a)(1)(xiv)
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Annual Report on Form 10-K for the fiscal year ended
December 30, 2007, filed with the Securities and Exchange Commission on
February 28, 2008 (incorporated herein by reference).
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(a)(1)(xv)
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Quarterly Report on Form 10-Q for the quarter ended
April 20, 2008, filed with the Securities and Exchange Commission on
May 27, 2008 (incorporated herein by reference).
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(a)(1)(xvi)
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Quarterly Report on Form 10-Q for the quarter ended
July 13, 2008, filed with the Securities and Exchange Commission on
August 15, 2008 (incorporated herein by reference).
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(a)(1)(xvii)
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Quarterly Report on Form 10-Q for the quarter ended
October 5, 2008, filed with the Securities and Exchange Commission on
November 7, 2008 (incorporated herein by reference).
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(a)(1)(xviii)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on January 31, 2008 (incorporated
herein by reference).
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(a)(1)(xiv)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on March 14, 2008 (incorporated
herein by reference).
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(a)(1)(xx)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on March 19, 2008 (incorporated
herein by
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5
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reference).
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(a)(1)(xxi)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on April 21, 2008 (incorporated
herein by reference).
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(a)(1)(xxii)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on May 20, 2008 (incorporated herein
by reference).
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(a)(1)(xxiii)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on May 29, 2008 (incorporated herein
by reference).
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(a)(1)(xxiv)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on July 9, 2008 (incorporated herein
by reference).
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(a)(1)(xxv)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on August 14, 2008 (incorporated
herein by reference).
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(a)(1)(xxvi)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on August 18, 2008 (incorporated
herein by reference).
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(a)(1)(xxvii)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on November 7, 2008 (incorporated
herein by reference).
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(a)(1)(xxviii)
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Definitive Proxy Statement for our 2008 Annual Meeting of
Shareholders, filed with the Securities and Exchange Commission on
April 23, 2008, as amended on May 15, 2008 (incorporated herein by
reference).
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(a)(1)(xxix)
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A description of the Companys Common Stock contained in the
Registration Statement filed with the Commission on Form S-1, as filed
on April 26, 2002, under Section 12(b) of the Exchange Act,
together with any amendments or reports filed for the purposes of updating
such description (incorporated herein by reference).
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(b)
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Amended and Restated Credit Agreement, dated as of
June 15, 2007, among Red Robin International, Inc., Red Robin
Gourmet Burgers, Inc., the domestic subsidiaries of the borrower from
time to time parties thereto, the lenders parties thereto, Wachovia Bank,
National Association, as Administrative Agent, Wells Fargo Bank, National
Association and Wells Fargo Bank, N.A., as Syndication Agents, Suntrust Bank
and KeyBank National Association, as Documentation Agents, and Wachovia
Capital Markets, LLC, as Lead Arranger, as filed on June 21, 2007 on
Form 8-K (incorporated herein by reference).
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(d)(1)
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Red Robin Gourmet Burgers, Inc. 1996 Stock Option
Plan filed as Exhibit 10.2 to the Registration Statement on
Form S-1, as filed on April 26, 2002 (incorporated herein by
reference).
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(d)(2)
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Red Robin Gourmet Burgers, Inc. 2000 Management
Performance Common Stock Option Plan filed as Exhibit 10.3 to Amendment
No. 1 of the Registration Statement on Form S-1, as filed on
June 10, 2002 (incorporated herein by reference).
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(d)(3)
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Red Robin Gourmet Burgers, Inc. 2002 Stock Incentive
Plan filed as Exhibit 10.4 to Amendment No. 4 of the Registration
Statement on Form S-1, as filed on July 17, 2002
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6
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(incorporated herein by reference).
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(d)(4)
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Red Robin Gourmet Burgers, Inc. 2004 Performance
Incentive Plan filed as Exhibit 10.17 to Form 10-K, as filed on
April 6, 2005 (incorporated herein by reference).
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(d)(5)
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Red Robin Gourmet Burgers, Inc. Amended and Restated
2007 Performance Incentive Plan filed to Annex A of the Definitive Proxy
Statement, as filed on April 23, 2008 and amended on May 15, 2008
(incorporated herein by reference).
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
Information
Required by Schedule 13E-3.
Not applicable.
7
SIGNATURE
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Dated: January 14,
2009
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RED
ROBIN GOURMET BURGERS, INC.
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/s/ Katherine L.
Scherping
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By: Katherine L.
Scherping
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Title: Chief Financial
Officer
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8
EXHIBIT
INDEX
Exhibit
Number
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Description
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(a)(1)(i)
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Offer to Purchase
Outstanding Stock Options for Cash, dated January 14, 2009.
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(a)(1)(ii)
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Introductory Letter
Announcing Offer to Purchase Options.
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(a)(1)(iii)
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Form of e-mail to
Eligible Employees Announcing Offer to Purchase Options.
|
(a)(1)(iv)
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Election
Form (transmittal letter).
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(a)(1)(v)
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Form of Election
Withdrawal Notice.
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(a)(1)(vi)
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Form of Reminder Notice to Eligible Employees.
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(a)(1)(vii)
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Form of Notice to Eligible Employees Confirming
Receipt of Election Form.
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(a)(1)(viii)
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Form of Notice to Eligible Employees Confirming
Receipt of Election Withdrawal Notice.
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(a)(1)(ix)
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Form of Personnel Summary Statement.
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(a)(1)(x)
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Form of Cash Payment Statement.
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(a)(1)(xi)
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Form of Communication Responding to Request for
Additional Documents.
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(a)(1)(xii)
|
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Form of Notice to Eligible Employees Rejecting the
Election Form.
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(a)(1)(xiii)
|
|
Form of Notice to Eligible Employees Rejecting the
Election Withdrawal Notice.
|
(a)(1)(xiv)
|
|
Annual Report on Form 10-K for the fiscal year ended
December 30, 2007, filed with the Securities and Exchange Commission on
February 28, 2008 (incorporated herein by reference).
|
(a)(1)(xv)
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Quarterly Report on Form 10-Q for the quarter ended
April 20, 2008, filed with the Securities and Exchange Commission on
May 27, 2008 (incorporated herein by reference).
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(a)(1)(xvi)
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Quarterly Report on Form 10-Q for the quarter ended
July 13, 2008, filed with the Securities and Exchange Commission on
August 15, 2008 (incorporated herein by reference).
|
(a)(1)(xvii)
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Quarterly Report on Form 10-Q for the quarter ended
October 5, 2008, filed with the Securities and Exchange Commission on
November 7, 2008 (incorporated herein by reference).
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(a)(1)(xviii)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on January 31, 2008 (incorporated
herein by reference).
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(a)(1)(xix)
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Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on March 14, 2008 (incorporated
herein by reference).
|
(a)(1)(xx)
|
|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on March 19, 2008 (incorporated
herein by reference).
|
(a)(1)(xxi)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on April 21, 2008 (incorporated
herein by reference).
|
(a)(1)(xxii)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on May 20, 2008 (incorporated herein
by reference).
|
(a)(1)(xxiii)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on May 29, 2008 (incorporated herein
by reference).
|
(a)(1)(xxiv)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed
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9
|
|
with the Securities and Exchange Commission in accordance
with SEC rules and regulations) filed with the Securities and Exchange
Commission on July 9, 2008 (incorporated herein by reference).
|
(a)(1)(xxv)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on August 14, 2008 (incorporated
herein by reference).
|
(a)(1)(xxvi)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on August 18, 2008 (incorporated
herein by reference).
|
(a)(1)(xxvii)
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|
Current Report on Form 8-K (other than information
and exhibits furnished to and not filed with the Securities and Exchange
Commission in accordance with SEC rules and regulations) filed with the
Securities and Exchange Commission on November 7, 2008 (incorporated
herein by reference).
|
(a)(1)(xxviii)
|
|
Definitive Proxy Statement for our 2008 Annual Meeting of
Shareholders, filed with the Securities and Exchange Commission on
April 23, 2008, as amended on May 15, 2008 (incorporated herein by
reference).
|
(a)(1)(xxix)
|
|
A description of the Companys Common Stock contained in
the Registration Statement filed with the Commission on Form S-1, as
filed on April 26, 2002, under Section 12(b) of the Exchange
Act, together with any amendments or reports filed for the purposes of
updating such description (incorporated herein by reference).
|
(b)
|
|
Amended and Restated Credit Agreement, dated as of
June 15, 2007, among Red Robin International, Inc., Red Robin
Gourmet Burgers, Inc., the domestic subsidiaries of the borrower from
time to time parties thereto, the lenders parties thereto, Wachovia Bank,
National Association, as Administrative Agent, Wells Fargo Bank, National
Association and Wells Fargo Bank, N.A., as Syndication Agents, Suntrust Bank
and KeyBank National Association, as Documentation Agents, and Wachovia
Capital Markets, LLC, as Lead Arranger, as filed on June 21, 2007 on
Form 8-K (incorporated herein by reference).
|
(d)(1)
|
|
Red Robin Gourmet Burgers, Inc. 1996 Stock Option
Plan filed as Exhibit 10.2 to the Registration Statement on
Form S-1, as filed on April 26, 2002 (incorporated herein by
reference).
|
(d)(2)
|
|
Red Robin Gourmet Burgers, Inc. 2000 Management
Performance Common Stock Option Plan filed as Exhibit 10.3 to Amendment
No. 1 of the Registration Statement on Form S-1, as filed on
June 10, 2002 (incorporated herein by reference).
|
(d)(3)
|
|
Red Robin Gourmet Burgers, Inc. 2002 Stock Incentive
Plan filed as Exhibit 10.4 to Amendment No. 4 of the Registration
Statement on Form S-1, as filed on July 17, 2002 (incorporated
herein by reference).
|
(d)(4)
|
|
Red Robin Gourmet Burgers, Inc. 2004 Performance
Incentive Plan filed as Exhibit 10.17 to Form 10-K, as filed on
April 6, 2005 (incorporated herein by reference).
|
(d)(5)
|
|
Red Robin Gourmet Burgers, Inc. Amended and Restated
2007 Performance Incentive Plan filed to Annex A of the Definitive Proxy
Statement, as filed on April 23, 2008 and amended on May 15, 2008
(incorporated herein by reference).
|
(g)
|
|
Not applicable.
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(h)
|
|
Not applicable.
|
10
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