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 7, 2006

 

 

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

0-49916

84-1573084

(State or other jurisdiction of
incorporation or organization)

(Commission file number)

(I.R.S. Employer
Identification Number)

 

 

 

 

 

 

6312 S. Fiddler’s Green Circle, Suite 200N

Greenwood Village, Colorado

80111

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s 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 8.01                   Other Events.

 

On March 7, 2006, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release announcing that it has signed a non-binding letter of intent to acquire the assets of 13 Red Robin franchised restaurants in the state of Washington for a cash purchase price of approximately $42.0 million, less any assumed indebtedness and purchase price adjustments.  A copy of the press release issued March 7, 2006 by the Company is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated into this Item 8.01 by reference.

 

 

ITEM 9.01                   Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit
Number

 

Description

99.1

 

Red Robin Gourmet Burgers, Inc., Press Release, dated March 7, 2006

 

2



 

SIGNATURE

 

                   Pursuant to the requirements of the Securities and 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 7, 2006

 

 

RED ROBIN GOURMET BURGERS, INC.

 

 

 

 

By:

/s/ Annita M. Menogan

 

Name:

Annita M. Menogan

 

Title:

Chief Legal Officer

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Red Robin Gourmet Burgers, Inc., Press Release, dated March 7, 2006

 

 

4