- Current report filing (8-K)
August 07 2009 - 5:29PM
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):
August 4, 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
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry
into a Material Definitive Agreement
On August 4, 2009, the board of directors of Red Robin Gourmet
Burgers, Inc. (the Company) amended the Companys Employee Stock
Purchase Plan to, among other things, extend the term of the plan by five
years, so that the new expiration date is December 31, 2017, and,
effective for offering periods commencing on January 1, 2010, eliminate
the individual share limit of 414 shares per offering period and the maximum
annual contribution limit of $12,000.
The foregoing description of the amendment is qualified in its entirety
by reference to First Amendment to Red Robin Gourmet Burgers, Inc.
Employee Stock Purchase Plan filed as Exhibit 10.1 hereto, which exhibit
is incorporated by reference herein.
Item 8.01 Other
Events
The Company has entered into a commercial contract with a
privately-held entity in which Edward T. Harvey, a member of the Companys
board of directors, directly or indirectly will own approximately 2% of its
outstanding ownership interests. That
entity monitors social networking and other online sources for content related
to businesses, such as consumer opinions on both the Company and the restaurant
industry, and provides the content and analysis to its clients for a variety of
uses, such as marketing or research and development. The Company researched a number of
businesses that provide similar services prior to making its selection, which
the Company believes most closely meets its needs.
Mr. Harvey will be a passive owner and does not serve on the board
of directors or as an officer of such company.
The contract is for an approximate 8 month term expiring December 31,
2009 unless renewed by the parties. The
amount that the Company expects to pay under this current contract is $5,000
per month for approximately $40,000. Any
subsequent renewal may be subject to other terms to be negotiated.
Given Mr. Harveys ownership in such company, the Audit Committee
of the board of directors (with Mr. Harvey abstaining) reviewed the
proposed transaction in accordance with the Companys Code of Ethics. On August 4,
2009, the Board of Directors (with Mr. Harvey abstaining) approved a waiver for
Mr. Harvey under Section II. A of the Code, Conflicts of Interest,
Financial Interests, of the limitations on his ownership interest 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 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Description
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10.1
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First
Amendment to Red Robin Gourmet Burgers, Inc. Employee Stock Purchase
Plan dated as of August 4, 2009.
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2
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: August 7, 2009
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RED ROBIN GOURMET BURGERS, INC.
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By:
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/s/
Annita M. Menogan
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Name:
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Annita
M. Menogan
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Title:
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Chief
Legal Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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First
Amendment to Red Robin Gourmet Burgers, Inc. Employee Stock Purchase
Plan dated as of August 4, 2009.
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4
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