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 29, 2011
RED ROBIN GOURMET BURGERS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-49916 |
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84-1573084 |
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(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
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6312 S. Fiddler’s Green Circle, Suite 200N |
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80111 |
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(Address of principal executive offices) |
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(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 29, 2011, Red Robin Gourmet Burgers, Inc. (the “Company”) announced that Katherine L. Scherping, Chief Financial Officer of the Company, and Susan Lintonsmith, Chief Marketing Officer of the Company, will each be leaving her employment with the Company. It is anticipated that both departures will be effective July 15, 2011. Each of Ms. Scherping and Ms. Lintonsmith has indicated that she intends to pursue new opportunities and other outside interests. The Company has not yet named a successor Chief Financial Officer or Chief Marketing Officer. Neither departure is related to any disagreement with the Company’s accounting, operating policies or practices.
ITEM 7.01. Regulation FD Disclosure
On June 29, 2011, the Company issued a press release announcing the departures of Ms. Scherping and Ms. Lintonsmith. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference into this Item 7.01.
The information in this Form 8-K, including the information set forth in Exhibit 99.1, 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 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release of Red Robin Gourmet Burgers, Inc. dated June 29, 2011. |
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.
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Date: June 29, 2011 |
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RED ROBIN GOURMET BURGERS, INC. | ||
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By: |
/s/ Annita M. Menogan | |
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Annita M. Menogan | |
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Senior Vice President and Chief Legal Officer | |
Exhibit 99.1
Red Robin Gourmet Burgers Announces Management Changes
Greenwood Village, Colo. — June 29, 2011 — Red Robin Gourmet Burgers, Inc., (NASDAQ: RRGB), a casual dining restaurant chain focused on serving an innovative selection of high-quality gourmet burgers in a family-friendly atmosphere, today announced the departures of Katie Scherping, chief financial officer and senior vice president, and Susan Lintonsmith, chief marketing officer and senior vice president, effective July 15, 2011. The Company has already initiated searches for their successors.
“On behalf of the Company, I would like to express our gratitude to Katie for her contributions and commitment to Red Robin and to our financial organization,” said Stephen Carley, Red Robin Gourmet Burgers, Inc.’s chief executive officer. “In addition, I would also like to thank Susan for her dedication to Red Robin toward increasing the awareness and value of the brand. We wish both of them the best in their future endeavors.”
“The entire Red Robin team remains focused on implementing the initiatives of our strategic plan — Project RED — and working with a sense of urgency to drive performance improvement and build a foundation for long-term growth and profitability,” continued Mr. Carley. “While we are still in the early stages of this effort, we remain on track for achieving the objectives we identified to strengthen our business performance and our management team, and setting a course to become a best-in-class restaurant company.”
Mrs. Scherping’s departure was not related to any disagreement with the Company’s board of directors, audit committee or the Company’s auditors.
About Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB)
Red Robin Gourmet Burgers, Inc. (www.redrobin.com), a casual dining restaurant chain founded in 1969 that operates through its wholly-owned subsidiary, Red Robin International, Inc., serves up wholesome, fun, feel-good experiences in a family-friendly environment. Red Robin® restaurants are famous for serving more than two dozen insanely delicious, high-quality gourmet burgers in a variety of recipes with Bottomless Steak Fries®, as well as salads, soups, appetizers, entrees, desserts, and signature Mad Mixology® Beverages. There are more than 450 Red Robin® restaurants located across the United States and Canada, including company-owned locations and those operating under franchise agreements.
Forward-Looking Statements:
Certain information and statements contained in this press release, including those regarding the Company’s search for the executives’ successors, the continued implementation of its initiatives known as Project Red, and the focus on performance improvement, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as “achieve,” “become,” “growth”, “remain”, or comparable terms or the negative thereof. All forward-looking statements included in this press release are based on information available to the Company on the date hereof. Such statements speak only as of the date hereof and we undertake no obligation to update any such statement to reflect events or circumstances arising after the date hereof. These statements are based on assumptions believed by us to be reasonable, and involve known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: the ability to timely conclude a successful search for the executives’ successors; the ability to effect a smooth transition
of the duties and responsibilities of such executives; the ability to effectively implement strategies and achieve anticipated revenue and cost savings from Project RED and other initiatives; uncertainty regarding the economic recovery and the potential negative effect on consumer confidence and spending; the adequacy of cash flows generated by our business or available debt resources to fund operations and growth opportunities; our ability to achieve and manage our planned expansion, including both in new markets and existing markets; and other risk factors described from time to time in the Company’s 10-Q and 10-K filings with the SEC.
For further information contact:
ICR
Don Duffy/Raphael Gross
203-682-8200