- Current report filing (8-K)
June 08 2009 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
June 3, 2009
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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0-49916
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84-1573084
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(State or other
jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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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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Registrants telephone number, including area
code:
(303) 846-6000
Not
Applicable
(Former name or former address, if changed
since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02. Departure of
Directors or Principal Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On June 3, 2009, Red Robin Gourmet Burgers, Inc. (the Company)
announced the appointment of Marcus Zanner to its board of directors, which
will expand the board from seven to eight members. Mr. Zanner is the former president and
majority owner of Great Western Dining, which operated more than 40
restaurants, including the 13 Red Robin® restaurants in Washington that were
purchased by the Company in 2006. Mr. Zanner brings to the board
considerable restaurant and financial services experience and, due to his past
association with the Company, a deep understanding of the Red Robin brand and
culture which the board believes will help strengthen the Company and position
it for future growth.
Mr. Zanner has a long and successful history with the
Company. He was one of the first
franchisees of the Company, as an owner and principal of four entities that
owned the Red Robin restaurants® operated by GWD. GWDs first Red Robin restaurant® was opened in
South Seattle in December 1981, and was the Red Robin systems highest
volume restaurant for many years with annual sales exceeding $6 million at its
highest level. It currently remains in the top tier units. The GWD restaurants
as a group were also the highest average unit volume restaurants in the Red
Robin system for several years. While a
franchisee, Mr. Zanner served on or directed his representatives on the Companys
advertising and franchise business councils. GWD was also responsible for
developing several operations processes later adopted by the Company.
Mr. Zanners restaurant experience also includes
Papa Johns Pizza restaurants beginning in 1999. Great Western Dining eventually
expanded its Papa Johns Pizza operations to 30 locations in Washington and
Oregon. In 2006, these restaurants were
sold, and Mr. Zanner is no longer affiliated with Papa Johns Pizza.
In connection with the appointment and pursuant to the
terms of the Companys Amended and Restated 2007 Performance Incentive Plan,
the Compensation Committee granted 5,000 non-qualified options to Mr. Zanner on
June 3, 2009. Such options vest and
become exercisable in equal monthly installments over the 24-month period
following the date of grant. The fair
market value of common stock on the date of grant was $17.67 per share.
The information required by Item 404(a) of Regulation
S-K is set forth below under Item 5.05 and is incorporated herein by reference.
Item 5.05 Amendments to the
Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics
In connection with the purchase of the 13 Red Robin® restaurants from
Great Western Dining in 2006, the Company assumed pre-existing leases on the
restaurants. Mr. Zanner is a
principle of and holds, directly or indirectly, interests of between 50% and 66
2/3% in each of three privately-held entities that hold the leases for three of
the Companys restaurants in Washington. The Company pays approximately
$552,000 annually in aggregate minimum monthly rent for the three restaurants, plus
a percentage of gross sales for each restaurant to the extent the gross sales
exceed the minimum monthly rent, and other routine fees payable to landlords
such as taxes and common area maintenance charges. For the fiscal year 2008, the Company paid total
rent of $1,220,232
for these three
restaurants, including percentage rent, and related taxes and fees. For fiscal year 2009, the Company expects to
pay the same aggregate minimum monthly rent, plus percentage rent, if any,
which varies according to sales from the prior month.
In connection with Mr. Zanners appointment to the board, the
Audit Committee of the board of directors has reviewed the aforementioned pre-existing
lease relationships with
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Mr. Zanner
pursuant to the Companys Code of Ethics. The Audit Committee has approved a
waiver for Mr. Zanner under Section II. A of the Code, Conflicts of
Interest, Financial Interests, of the limitations on his ownership interests in
an entity that is a vendor, supplier, contractor or competitor of the Company. A copy of the Companys Code of Ethics may be
found on its website at www.redrobin.com in the Investors section.
Item 8.01. Other Events
The Company also announced that its board of directors has recently
approved the development of 15 new company-owned Red Robin® restaurants in
2010. Planned locations, timing of
openings and other details related to the new restaurant development in 2010
were not available. The Company intends
to maintain broad flexibility and
strong capital deployment discipline in any new restaurant development
decisions. The Company plans to continue
funding new company-owned restaurant development in 2009 and 2010 with
operating cash flow.
A copy of the press release announcing the appointment of Mr. Zanner
and the 2010 restaurant development plans is filed with this report as Exhibit 99.1
and is incorporated herein by reference.
ITEM 9.01 Financial Statements and
Exhibits
(d) Exhibits
Exhibit No.
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Description
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99.1
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Red
Robin Gourmet Burgers, Inc. Press Release dated June 3, 2009.
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3
SIGNATURE
Pursuant to the requirements 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, 2009
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RED ROBIN GOURMET BURGERS, INC.
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By:
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/s/
Katherine L. Scherping
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Name:
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Katherine
L. Scherping
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Title:
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Chief
Financial Officer
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4
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Red
Robin Gourmet Burgers, Inc. Press Release dated June 3, 2009.
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5
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