- Current report filing (8-K)
September 17 2010 - 5:13PM
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):
September 13, 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
September 13, 2010 and in connection with the commencement of Stephen E.
Carleys employment as the Chief Executive Officer of Red Robin Gourmet Burgers, Inc.
(the Company), the Company entered into an Indemnification Agreement with Mr. Carley
effective as of September 13, 2010.
The Indemnification Agreement executed by Mr. Carley is identical
to the form of Indemnification Agreement previously executed by other members
of the Companys management and Board of Directors.
The
Indemnification Agreement is intended to complement the indemnity protection
available under applicable law, the Third Amended and Restated Bylaws, as the
same may be amended from time to time, and any policies of insurance which may
currently or hereafter be maintained by the Company. The Indemnification Agreement provides, among
other things, and subject to the certain limitations described therein: (a) that
the Company will indemnify Mr. Carley, if he was successful, in whole or
in part, whether on the merits or otherwise in defense of any action, suit or
proceeding, including actions by or in the right of the Company, if (i) his
conduct was in good faith, (ii) he reasonably believed that his conduct
was in or not opposed to the best interests of the Company, and (iii) in
the case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful; (b) that the Company will advance expenses incurred
in any such proceeding, including attorneys fees, to Mr. Carley in
advance of the final disposition of the proceeding; and (c) that the
rights of Mr. Carley under the Indemnification Agreement are in addition
to any other rights he may have under the Companys certificate of
incorporation, bylaws, the Delaware General Corporation Law or otherwise.
The
foregoing description of the Indemnification Agreement is qualified in its
entirety by reference to Exhibit 10.20 to the Companys registration statement
on Form S-1/A (No. 333-87044) filed with the Securities and Exchange
Commission on July 12, 2002, and such exhibit is hereby incorporated by
reference in its entirety into this Item 1.01.
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:
September 16, 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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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
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