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):  June 4, 2007

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 June 4, 2007, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release announcing that the staff of the Denver Regional Office of the Securities and Exchange Commission (the “Commission”) notified the Company that the Commission’s investigation, which was previously announced by the Company on February 2, 2006, has been terminated as to the Company and no enforcement action has been recommended to the Commission.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01             Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number

 

Description

99.1

 

Red Robin Gourmet Burgers, Inc. Press Release, dated June 4, 2007.

 

 

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:  June 4, 2007

RED ROBIN GOURMET BURGERS, INC.

 

 

 

By:

/s/ Katherine L. Scherping

 

Name:

Katherine L. Scherping

 

Title:

Chief Financial Officer

 

3




 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Red Robin Gourmet Burgers, Inc. Press Release dated June 4, 2007.