- Current report filing (8-K)
March 05 2010 - 8:30AM
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):
March 3,
2010
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 March 4,
2010, Red Robin Gourmet Burger, Inc. (the Company) entered into a letter
agreement (the Agreement) with Clinton Group, Inc. and Spotlight
Advisors, LLC on behalf of themselves and their respective affiliated funds,
persons and entities (collectively, the Investor Group). One or more persons
or entities included as part of the Investor Group are stockholders of the
Company. On March 4, 2010, the
Company issued a press release announcing that it had entered into the
Agreement.
The Agreement
provides that, among other things, the Companys Board of Directors will
appoint Robert Aiken, Lloyd Hill and Stuart Oran to the Board of
Directors, identify and appoint one
additional candidate to serve as an independent director on the Board of
Directors, approve an amendment to the Companys Certificate of Incorporation
adopting a majority voting standard for the election of directors that will be
submitted to the Companys stockholders for consideration at the 2010 annual
stockholders meeting, amend its Amended and Restated 2007 Performance Incentive
Plan (the Plan Amendment) to specifically prohibit certain actions that may
be construed as option repricing, including cash tender offers for underwater
options, and that the members of the Investor Group will abide by certain
confidentiality, standstill, and together with the Company, nondisparagement
obligations, through December 31, 2010, or under certain circumstances,
such earlier date as defined under the Agreement.
On March 3,
2010, the Board also adopted the Plan Amendment which prohibits certain actions
that may be construed as option repricing, including cash tender offers for underwater
options.
The descriptions
of the Agreement and the Plan Amendment in this report do not purport to be
complete and are qualified in their entirety by reference to the Agreement and
the Plan Amendment, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, to this report and are incorporated herein by reference. A copy
of the press release issued on March 4, 2010 is attached to this report as
Exhibit 99.1 and is incorporated by reference herein.
ITEM
5.02
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 3,
2010, the Company appointed Robert Aiken, Lloyd Hill and Stuart Oran to its
Board of Directors, increasing the size of the Board from eight to eleven
members. Mr. Aiken will serve as a Class I director until the 2012
annual meeting of stockholders, and Messrs. Hill and Lloyd will serve as Class II
directors until the 2010 annual meeting of stockholders. The Board expects to appoint each new
director to serve on the Nominating and Governance Committee and/or the
Compensation Committee, and each new director will be considered for the Audit
Committee based on suitable experience.
None of Messrs. Aiken, Hill or Oran nor any related person of each
of them has a direct or indirect material interest in any existing or currently
proposed transaction to which the Company is or may become a party. Each new director will be compensated as a
non-employee director in accordance with the Companys non-employee director
compensation policies. The information
set forth under Item 1.01 of this
2
Form 8-K, as
well as the press release attached to this report as Exhibit 99.1, 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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10.1
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Letter Agreement among
Red Robin Gourmet Burgers, Inc., Spotlight Advisors, LLC and Clinton
Group, Inc. dated as of March 4, 2010.
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10.2
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First Amendment to
Amended and Restated 2007 Performance Incentive Plan.
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99.1
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Red Robin Gourmet
Burgers, Inc. Press Release dated March 4, 2010.
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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:
March 5, 2010
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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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Annita M. Menogan,
Senior Vice President and 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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Letter Agreement among
Red Robin Gourmet Burgers, Inc., Spotlight Advisors, LLC and Clinton
Group, Inc. dated as of March 4, 2010.
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10.2
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First Amendment to
Amended and Restated 2007 Performance Incentive Plan.
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99.1
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Red Robin Gourmet
Burgers, Inc. Press Release dated March 4, 2010.
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4
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