- Securities Registration (section 12(b)) (8-A12B)
August 12 2010 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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, CO
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80111
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(Address of principal executive
offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title of Each Class
to Be So Registered
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Name of Exchange on which
Each Class Is to Be Registered
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Preferred
Stock Purchase Rights
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The NASDAQ Global Select
Stock Market®
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If this form relates to the registration of a
class of securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), please check the following
box.
x
If this form relates to the registration of a
class of securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(c), please check the following
box.
o
Securities Act registration statement file
number to which this form relates:
N/A
Securities to be registered pursuant to
Section 12(g) of the Act:
None
ITEM 1.
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DESCRIPTION OF SECURITIES TO BE REGISTERED
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On August 11, 2010, the Board of Directors (Board) of Red Robin
Gourmet Burgers, Inc., a Delaware corporation (the Company), entered
into a Rights Agreement with American Stock Transfer & Trust Company,
LLC as the Rights Agent. The Rights
Agreement sets forth the terms under which the Company would issue preferred
share purchase rights (the Rights).
Immediately after the execution of the Rights Agreement, the Board
declared a dividend of one Right for each outstanding share of common stock,
par value $0.001 per share, payable on August 23, 2010 to holders of
record on that date.
The Board has authorized the adoption of the Rights Agreement to
protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, the Rights will impose a
significant penalty upon any person or group which acquires beneficial
ownership of 15% or more of the Companys outstanding common stock without the
prior approval of the Board. The Rights
Agreement provides an exemption for any person who is, as of the date of the
Rights Agreement, the beneficial owner of 15% or more of the Companys
outstanding common stock, so long as such Person does not, subject to certain
exceptions, acquire additional common stock of the Company. The Company, its subsidiaries, its employee
benefit plans, and any entity holding common stock for or pursuant to the terms
of any such plan will also be excepted.
The Rights Agreement will not interfere with any merger or other
business combination approved by the Board.
Following is a summary of the terms of the Rights Agreement and the
Rights. All capitalized terms not
otherwise defined herein shall have the meaning given to such terms in the
Rights Agreement. This description is
qualified in its entirety by reference to the full text of the Rights Agreement
and the Certificate of Designations, attached hereto as Exhibit 4.1 and Exhibit
3.1, respectively.
The Rights
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The Rights will initially trade with, and will be inseparable from, the
Companys common stock. The Rights will
be evidenced only by certificates that represent shares of common stock and not
by separate certificates. New Rights
will accompany any new shares of common stock the Company issues after August 23,
2010, until the earlier of the Distribution Date described below or the
redemption or the expiration of the Rights.
Exercise Price
. Each Right will allow its
holder to purchase from the Company one one-thousandth of a share of Series A
Junior Participating Preferred Stock (a Preferred Share) for $110.00, once
the Rights become exercisable. Each one-thousandth of a Preferred Share will
give the stockholder approximately the same dividend, voting and liquidation
rights as would one share of common stock. Prior to exercise, the Right does
not give its holder any dividend, voting, or liquidation rights.
Exercisability
. The Rights will not be exercisable until:
·
10 days after the public announcement
that a person or group has become an Acquiring Person by obtaining beneficial
ownership of 15% or more of the Companys outstanding common stock, or, if
earlier,
·
10 business days (or a later date
determined by the Board before any person or group becomes an Acquiring Person)
after a person or group begins a tender or exchange
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offer which, if consummated, would result in that person or group
becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the Distribution
Date. Until that date, the common stock
certificates will also evidence the Rights, and any transfer of shares of
common stock will constitute a transfer of Rights. After that date, the Rights will separate
from the common stock and be evidenced by Rights certificates that we will mail
to all eligible holders of common stock.
Any Rights held by an Acquiring Person are void and may not be
exercised.
Consequences of A Person or Group Becoming An Acquiring Person
.
·
Flip In. If a person or group becomes an Acquiring
Person, all holders of Rights except the Acquiring Person may, for $110.00,
purchase shares of the Companys common stock with a market value of $220.00,
based on the market price of the common stock prior to such acquisition.
·
Flip Over. If the Company is later acquired in a merger
or similar transaction after the Distribution Date, all holders of Rights
except the Acquiring Person may, for $110.00, purchase shares of the acquiring
corporation with a market value of $220.00, based on the market price of the
acquiring corporations stock prior to such merger.
Exempt Acquisition
. The Board may determine that a purchaser of
15% or more of our outstanding common stock is not an Acquiring Person if it determines,
prior to the completion of the acquisition, that the acquisition is in the
stockholders best interests.
Preferred Shares Provisions
. Each one one-thousandth of a Preferred Share,
if issued:
·
will not be redeemable.
·
will entitle holders to quarterly
dividend payments of $0.001 per each one one-thousandth of a Preferred Share or
an amount equal to the dividend paid on one share of common stock, whichever is
greater.
·
will entitle holders upon liquidation
either to receive $1.00 per each one one-thousandth of a Preferred Share or an
amount equal to the payment made on one share of common stock, whichever is
greater.
·
will have the same voting power as
one share of common stock.
·
if shares of the Companys common
stock are exchanged via merger, consolidation, or a similar transaction, will
entitle holders to a per share payment equal to the payment made on one share
of common stock.
The value of one one-thousandth interest in a Preferred Share should
approximate the value of one share of common stock.
Expiration
.
The Rights Agreement terminates, and the Rights expire, on August 11,
2011.
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Redemption
.
The Board shall have the right to redeem the Rights for $0.001 per Right
at any time before any person or group becomes an Acquiring Person. If the Board redeems any Rights, it must
redeem all of the Rights. Once the
Rights are redeemed, the only right of the holders of the Rights will be to
receive the redemption price of $0.001 per Right. The redemption price will be adjusted if the
Company effects a stock split or stock dividend on the common stock of the
Company.
Exchange
.
After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of the Companys outstanding common stock,
the Board shall have the right to extinguish the Rights by exchanging one share
of common stock or an equivalent security for each Right, other than Rights
held by the Acquiring Person.
Anti-dilution Provisions
. The Board shall have the right to adjust the
purchase price of the Preferred Shares, the number of Preferred Shares
issuable, and the number of outstanding Rights to prevent dilution that may
occur from a stock dividend, a stock split or a reclassification of the
Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments
.
The terms of the Rights Agreement may be amended by the Board without
the consent of the holders of the Rights.
After a person or group becomes an Acquiring Person, the Board shall not
have the right to amend the agreement in a way that adversely affects holders
of the Rights.
ITEM 2.
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EXHIBITS
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3.1
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Certificate of Designations, as filed with
the Secretary of State of the State of Delaware on August 11, 2010
(incorporated herein by reference to Exhibit 3.1 of the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on August 12, 2010).
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4.1
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Rights Agreement, dated August 11,
2010, between Red Robin Gourmet Burgers, Inc. and American Stock
Transfer & Trust Company, LLC (incorporated herein by reference to
Exhibit 4.1 of the Companys Current Report on Form 8-K, filed with
the Securities and Exchange Commission on August 12, 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: August 12, 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
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Chief Legal Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER
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DESCRIPTION
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3.1
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Certificate of Designations, as filed with
the Secretary of State of the State of Delaware on August 11, 2010
(incorporated herein by reference to Exhibit 3.1 of the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on August 12, 2010).
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4.1
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Rights Agreement, dated August 11,
2010, between Red Robin Gourmet Burgers, Inc. and American Stock
Transfer & Trust Company, LLC (incorporated herein by reference to
Exhibit 4.1 of the Companys Current Report on Form 8-K, filed with
the Securities and Exchange Commission on August 12, 2010).
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