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 5, 2019
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-34851 |
|
84-1573084 |
|
(State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer |
|
6312 S. Fiddler’s Green Circle, Suite 200N |
|
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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which |
|
Common Stock, $0.001 par value |
|
RRGB |
|
NASDAQ (Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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 13(a) of the Exchange Act. o
ITEM 8.01 Other Events
On September 5, 2019, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release rejecting the proposal of Vintage Capital Management, LLC (“Vintage”) in response to Vintage’s letter to the Company dated July 18, 2019. Vintage’s July 18, 2019 letter set forth a non-binding proposal to acquire the Company. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit |
|
Description |
|
|
|
|
|
99.1 |
|
Red Robin Gourmet Burgers, Inc. Press Release dated September 5, 2019. |
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 5, 2019 |
| |
|
|
| |
|
|
RED ROBIN GOURMET BURGERS, INC. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Michael L. Kaplan |
|
|
Name: |
Michael L. Kaplan |
|
|
Title: |
Senior Vice President & Chief Legal Officer |