0001193125-12-049530.txt : 20120209 0001193125-12-049530.hdr.sgml : 20120209 20120209170527 ACCESSION NUMBER: 0001193125-12-049530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120206 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ruths Hospitality Group, Inc. CENTRAL INDEX KEY: 0001324272 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 721060618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51485 FILM NUMBER: 12588258 BUSINESS ADDRESS: STREET 1: 500 INTERNATIONAL PARKWAY STREET 2: SUITE 100 CITY: HEATHROW STATE: FL ZIP: 32746 BUSINESS PHONE: (407) 333-7440 MAIL ADDRESS: STREET 1: 500 INTERNATIONAL PARKWAY STREET 2: SUITE 100 CITY: HEATHROW STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: Ruths Chris Steak House, Inc. DATE OF NAME CHANGE: 20050419 8-K 1 d298645d8k.htm FORM 8-K Form 8-K

 

 

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): February 6, 2012

 

 

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   000-51485   72-1060618

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

1030 W. Canton Avenue, Ste. 100, Winter Park, FL 32789

(Address of Principal executive offices, including Zip Code)

(407) 333-7440

(Registrant’s telephone number, including area code)

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Samuel A. Tancredi as President and Chief Operating Officer of Mitchell’s Fish Market

On February 6, 2012, Samuel A. Tancredi resigned as President and Chief Operating Officer of Mitchell’s Fish Market (“Mitchell’s”), effective immediately. Mr. Tancredi will transition to a consulting role with Ruth’s Hospitality Group, Inc. (the “Company”). Mr. Tancredi’s resignation will be treated as a termination without cause under his Terms of Employment / Letter of Understanding and Salary Continuation Agreement dated April 5, 2010.

(c) Appointment of Peter J. Beaudrault as President and Chief Operating Officer of Mitchell’s Fish Market

The Company announced that Peter J. Beaudrault will succeed Mr. Tancredi as the President and Chief Operating Officer of Mitchell’s, effective February 6, 2012. Prior to joining the Company, Mr. Beaudrault, 57, held a number of leadership positions with Sbarro, Inc. (“Sbarro”). From 2007 to 2010, Mr. Beaudrault served as Chairman of Sbarro’s Board of Directors. From 2005 to 2010, Mr. Beaudrault served as Sbarro’s President and Chief Executive Officer. From 2004 to 2005, Mr. Beaudrault served as Corporate Vice President and President of Sbarro’s Quick Service Division. Prior to joining Sbarro’s, Mr. Beaudrault served as President and Chief Executive Officer of Hard Rock Cafe International.

In connection with Mr. Beaudrault’s appointment, the Company entered into an offer letter with Mr. Beaudrault that sets forth certain terms related to Mr. Beaudrault’s compensation package. It is expected that the Company and Mr. Beaudrault will enter into an employment agreement that will include the terms described in the offer letter and contain additional terms and conditions substantially similar to those set forth in the employment agreements of the Company’s other executive officers.

The terms set forth in the offer letter include: an annual base salary of $250,000; participation in the Company’s management bonus plan, 401(k) plan, non-qualified deferred compensation plan and group health, vision and dental insurance plans; an automobile allowance of $900 per month; and 20 days’ paid vacation annually. In addition, in the event of a termination for any reason other than cause, the Company will provide Mr. Beaudrault with continued healthcare benefits and an amount equal to 12 months’ base salary.

Item 7.01. Regulation FD Disclosure.

On February 7, 2012, the Company issued a press release announcing Mr. Beaudrault’s appointment as President and Chief Operating Officer of Mitchell’s, as well as Mr. Tancredi’s resignation. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

   

Description

99.1    Press release dated February 7, 2012.

SIGNATURES

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.

 

    RUTH’S HOSPITALITY GROUP, INC.
Date: February 9, 2012     By:   /s/ John F. McDonald, III
    Name:   John F. McDonald, III
    Title:   Vice President—Legal Chief Compliance Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Press release dated February 7, 2012.
 EX-99.1 2 d298645dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

PETER BEAUDRAULT APPOINTED PRESIDENT AND CHIEF OPERATING OFFICER OF

MITCHELL’S FISH MARKET BRAND

Sam Tancredi Transitions to Brand Consultant

Winter Park, Fla., February 7, 2012 (BUSINESS WIRE) — Ruth’s Hospitality Group, Inc. (Nasdaq: RUTH) announced today that President and Chief Operating Officer of Mitchell’s Fish Market Sam Tancredi will transition to a consulting role with the company, and Peter Beaudrault will assume the position of President and Chief Operating Officer of the brand effective immediately. Mr. Tancredi has served as the concept’s President and Chief Operating Officer since December 2008. In his new capacity, he will assist in the transition of the brand to new leadership.

Mr. Beaudrault brings 20 years of executive level management, international business development and operations experience to Ruth’s Hospitality Group, Inc. He has held several leadership positions within the industry including his most recent role as President, Chief Executive Officer and Chairman of Sbarro, Inc. where he doubled the market value of the company during his tenure. He also served as President and Chief Executive Officer of Hard Rock Café International, Inc., where he successfully formulated and executed a five year strategic plan resulting in the most significant sales and earnings growth in concept’s 32 year history. Prior to his tenure at Hard Rock Café International, he served as Executive Vice President of Ground Round, Inc.

“We are pleased to have Pete Breaudrault lead the Mitchell’s Fish Market brand,” said Michael O’Donnell, Chairman, President and Chief Executive Officer of Ruth’s Hospitality Group. Pete is a seasoned multi-unit operator with expertise in positioning concepts for profitability and growth, and we are confident that his guidance and experience will have a positive impact on Mitchell’s. We thank Sam Tancredi for his dedication to and efforts on behalf of the Mitchell’s Fish Market brand. We are fortunate to retain his counsel and look forward to his ongoing contributions to our success.”

About Ruth’s Hospitality Group

Ruth’s Hospitality Group, Inc. (NASDAQ: RUTH) is a leading restaurant company focused exclusively on the upscale dining segment. The Company owns the Ruth’s Chris Steak House, Mitchell’s Fish Market, Mitchell’s Steakhouse and Cameron’s Steakhouse concepts. With more than 150 company- and

franchisee-owned locations worldwide, Ruth’s Hospitality Group was founded in 1965 and is headquartered in Heathrow, Fla.

For further information about our restaurants, to make reservations, or to purchase gift cards, please visit: http://www.RuthsChris.com, http://www.MitchellsFishMarket.com, http://www.MitchellsSteakhouse.com and http://www.Camerons-Steakhouse.com. For more information about Ruth’s Hospitality Group, please visit http://www.rhgi.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that reflect, when made, our expectations or beliefs concerning future events that involve risks and uncertainties. Forward-looking statements frequently are identified by the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “will be,” “will continue,” “will likely result” or other similar words and phrases. Similarly, statements herein that describe our objectives, plans or goals also are forward-looking statements. Actual results could differ materially from those projected, implied or anticipated by our forward-looking statements. Some of the factors that could cause actual results to differ include the risk factors identified in the reports we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended December 26, 2010 and subsequently filed Quarterly Reports on Form 10-Q, all of which are available on the SEC’s website at www.sec.gov. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update this press release after the date hereof.

SOURCE: Ruth’s Hospitality Group, Inc.

For Ruth’s Hospitality Group, Inc.

Media

Alecia Pulman, 646-277-1220

apulman@icrinc.com

or

Investor Relations

Tom Ryan, 203-682-8200

tryan@icrinc.com