As filed with the Securities and Exchange Commission on June 12, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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84-1573084
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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6312 South Fiddlers Green Circle, Suite 200N
Greenwood Village, Colorado 80111
(Address of principal executive offices)
Red Robin Gourmet Burgers, Inc. 2017 Performance Incentive Plan, as Amended
(Full title of the Plan)
Pattye L. Moore
Interim President and Chief Executive Officer
6312 South Fiddlers Green Circle, Suite 200N
Greenwood Village, Colorado 80111
(303) 846-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Michael L. Kaplan, Esq.
Senior Vice President and Chief Legal Officer
6312 South Fiddlers Green Circle, Suite 200N
Greenwood Village, Colorado 80111
(303) 846-6000
Robert J. Endicott, Esq.
Bryan Cave Leighton Paisner LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
CALCULATION OF REGISTRATION FEE
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Title of securities to be
registered
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Amount to be
registered(1)(2)
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Proposed maximum
offering price per
share(3)
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Proposed maximum
aggregate offering
price(3)
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Amount of
registration
fee(4)
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Common Stock, par value $0.001 per share
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660,000
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$
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26.04
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$
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17,186,400
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$
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2,083
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(1) The Red Robin Gourmet Burgers, Inc. 2017 Performance Incentive Plan (the 2017 Plan) initially provided by its terms for the issuance of up to 630,182 shares of common stock, par value $0.001 per share (Common Stock), of Red Robin Gourmet Burgers, Inc. (the Company or the Registrant). The Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the Commission) on May 18, 2017 (File No. 333-218091) related to 630,182 shares of Common Stock issuable under the 2017 Plan. On May 30, 2019, the Companys stockholders approved an amendment to the 2017 Plan that increased the number of shares of Common Stock authorized for future issuance under the 2017 Plan by 660,000 shares.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933 (the Securities Act), this registration statement shall also cover any additional shares of Common Stock of the Company to be offered or issued as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(3) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the price per share and aggregate offering price are based upon the average high and low sales prices of the Companys Common Stock on June 6, 2019, as reported by The NASDAQ® Stock Market.
(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on this 12th day of June, 2019.
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RED ROBIN GOURMET BURGERS, INC.
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By:
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/s/ Pattye L. Moore
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Name:
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Pattye L. Moore
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Title:
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Interim President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pattye L. Moore and Lynn S. Schweinfurth and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ PATTYE L. MOORE
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Interim President and Chief Executive Officer (Principal
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June 12, 2019
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Pattye L. Moore
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Executive Officer) and Chairperson of the Board
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/s/ LYNN S. SCHWEINFURTH
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Chief Financial Officer (Principal Financial Officer and Principal
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June 12, 2019
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Lynn S. Schweinfurth
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Accounting Officer)
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/s/CAMBRIA W. DUNAWAY
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Director
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June 12, 2019
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Cambria W. Dunaway
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/s/ KALEN F. HOLMES
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Director
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June 12, 2019
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Kalen F. Holmes
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/s/ GLENN B. KAUFMAN
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Director
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June 12, 2019
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Glenn B. Kaufman
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/s/ AYLWIN B. LEWIS
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Director
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June 12, 2019
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Aylwin B. Lewis
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/s/ STEVEN K. LUMPKIN
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Director
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June 12, 2019
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Steven K. Lumpkin
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/s/ STUART I. ORAN
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Director
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June 12, 2019
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Stuart I. Oran
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