- Amended tender offer statement by Issuer (SC TO-I/A)
February 19 2009 - 4:02PM
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
(Amendment
No. 2)
RED
ROBIN GOURMET BURGERS, INC.
|
(Name of Subject
Company (Issuer) and Filing Person (Offeror))
|
|
OPTIONS
TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE
|
(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
|
(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
|
|
|
|
Calculation of
Filing Fee
|
Transaction
Valuation*
|
|
Amount
of filing fee**
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$3,669,615.83
|
|
$144.22
|
*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.
x
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: $144.22
Form or
Registration No.: Schedule TO-I, File No. 5-7855
Filing Party: Red
Robin Gourmet Burgers, Inc.
Date Filed: January 14,
2009
¨
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:
x
INTRODUCTORY
STATEMENT
This Amendment No. 2
amends and supplements the Tender Offer Statement on Schedule TO originally
filed by Red Robin Gourmet Burgers, Inc. (the
Company
) with the Securities and Exchange Commission on January 14,
2009, as amended by Amendment No. 1 to the Schedule TO filed with the SEC
on January 27, 2009. The Company
has made an offer to purchase stock options for cash from eligible employees
(the
Offer
), upon the terms and
subject to the conditions set forth in the Offer to Purchase Outstanding Stock
Options for Cash, dated January 14, 2009 (the
Offering Document
), the Introductory Letter, the Election Form and
the Election Withdrawal Notice, copies of which are filed as Exhibits
(a)(1)(i), (a)(1)(ii), (a)(1)(iv) and (a)(1)(v), respectively, to the
Schedule TO, as amended. This Amendment No. 2
is the final amendment being filed in order to report the results of the Offer,
and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under
the Securities Exchange Act of 1934, as amended. Except as specifically provided herein, this
Amendment No. 2 does not modify any of the information previously reported
in the Schedule TO or any of the exhibits attached thereto.
Capitalized terms used
but not defined herein shall have the meaning ascribed to such terms in the
Offering Document and the Schedule TO.
ITEM 4.
Terms
of the Transaction.
Item 4 of the Schedule TO is hereby further amended
and supplemented as follows:
The Offer expired at 11:59 p.m., Mountain Time,
on Wednesday, February 11, 2009. A
total of 433 Eligible Employees participated in the Offer. Pursuant to the Offer, the Company accepted
elections by Eligible Employees to tender 1,576,306 Eligible Options,
representing 96.32% of the Eligible Options that were eligible to be tendered
in the Offer. 484,800 of the Eligible
Options accepted for tender in the Offer were originally issued under the 2007
Plan and will be available for future issuance under such plan. The Company will pay an aggregate of
$3,497,696.24 to the Eligible Employees participating in the Offer.
2
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: February 19,
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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3
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