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): April 6, 2005
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. Fiddler’s Green Circle, Suite 200N 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
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 6, 2005, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release titled “Red Robin Gourmet Burgers, Inc. Files Annual Report on Form 10-K, Restates Results to Reflect Lease Accounting Adjustments.” A copy of the press release is attached hereto as Exhibit 99.1 and is being incorporated herein by reference.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01 OTHER EVENTS
The Company has previously announced that it has received notice from The Nasdaq Stock Market, Inc. (Nasdaq) that the Company’s securities are subject to potential delisting as of April 8, 2005 due to the Company’s failure to file its 2004 Annual Report on Form 10-K on a timely basis. As a result of filing its Annual Report on Form 10-K, the Company is now current with respect to its required Securities and Exchange Commission (SEC) filings, and as such the Company has filed a request with Nasdaq to continue the listing of the Company’s common stock. The Company’s request stays the delisting action pending the issuance of a final determination by Nasdaq.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Red Robin Gourmet Burgers, Inc., Press Release, dated April 6, 2005 |
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: April 6, 2005 |
Chief Financial Officer | |||