UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 17, 2004
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) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 6312 S. Fiddlers Green Circle Greenwood Village, CO |
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
Item 8.01 OTHER EVENTS
Public Offering of Common Stock
On August 17, 2004, Robin Gourmet Burgers, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wachovia Capital Markets LLC (the “Underwriter”), in connection with the sale of 1,937,543 shares of its common stock held by RR Investors, LLC and RR Investors II, LLC (the “Selling Stockholders”). The offering is being made from a shelf registration statement that became effective on June 3, 2004. The Company will not receive any of the proceeds from this offering. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is being incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated August 17, 2004, by and among the Company, the Selling Stockholders and the Underwriter |
SIGNATURES
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.
| RED ROBIN GOURMET BURGERS, INC., a Delaware corporation | ||||
| By: |
/s/ James P. McCloskey | |||
| Date: August 23, 2004 |
Chief Financial Officer | |||