-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eu5S2cY69LkWkU/RSI7UAg8uNZfjJGUuMQ5cD9e710KR9ltor6i41jq8uU1ZkjYb XzqRq/D4p5KToRtC8ZIP6A== 0000068270-05-000014.txt : 20050128 0000068270-05-000014.hdr.sgml : 20050128 20050128090033 ACCESSION NUMBER: 0000068270-05-000014 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040816 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COOPER G PRICE IV CENTRAL INDEX KEY: 0001243795 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 05555732 BUSINESS ADDRESS: STREET 1: 858 MEADOWFIELD CITY: KNOXVILLE STATE: TN ZIP: 37923 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 0604 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 4/A 1 coo347.xml X0202 4/A 2004-08-16 2004-08-18 0 0000068270 RUBY TUESDAY INC RI 0001243795 COOPER G PRICE IV 150 WEST CHURCH AVENUE MARYVILLE TN 37801 0 1 0 0 VP - Investor Relations $.01 Par Common 2004-08-16 4 M 0 139 28.7900 A 1975.0000 D $.01 Par Common 2004-08-16 4 A 0 20 28.7900 A 1995.0000 D $.01 Par Common 2004-08-16 4 F 0 147 28.7900 D 1848.0000 D Stock Option (Right to Buy) 28.7900 2004-08-16 4 A 0 477 0 A 2005-05-31 2009-06-01 $.01 Par Common 477.0000 477.0000 D Pursuant to the Company's Management Stock Option Program under the Ruby Tuesday, Inc. Stock Option Plan, upon meeting certain Company financial goals, the Reporting Person received a 30-day option to purchase up to a pre-established number of shares of common stock. Upon the exercise of such 30-day option, the Reporting Person received (i) additional shares of common stock equal to 15% of the shares acquired upon the exercise of such option, and (ii) an option to purchase up to 3 times the aggregate number of shares acquired upon the exercise of the 30-day option (including the additional 15%), all in accordance with the terms of the Program. The options have a 5-year term subject to earlier termination upon certain terminations of employment and vesting thereof may be accelerated upon a change of control of the Company. By: Scarlett May, Attorney in Fact 2005-01-28 EX-24 2 ex24_cooper.htm POWER OF ATTORNEY

SPECIAL POWER OF ATTORNEY AND AFFIRMATION

STATE OF TENNESSEE)
COUNTY OF BLOUNT)


        KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, hereby (i) make, constitute, and appoint SCARLETT MAY and/or MARGUERITE NAMAN DUFFY, and/or either of them, with full power of substitution, my true and lawful attorney-in-fact for me and in my name, place and stead, with full power to execute, and to do and perform all and every other act necessary to file with the Securities and Exchange Commission timely reports of stock transactions by the undersigned involving the stock of Ruby Tuesday, Inc., and (ii) revoke any and all prior similar appointments authorizing any third party to so file reports of stock transactions involving the stock of Ruby Tuesday, Inc.

        The rights, powers, and authority granted herein shall commence and be in full force and effect on the date of the execution hereof and thereafter until revoked, in writing, by me.

        WITNESS my hand this 5th day of October, 2004.

/s/ G. Price Cooper, IV
G. Price Cooper, IV

STATE OF TENNESSEE)
COUNTY OF BLOUNT)


        I, the undersigned, a Notary Public in and for said County and State, hereby certify that G. Price Cooper, IV, whose name is signed to the foregoing instrument, and who is known to me, acknowledged before me that, being informed of the contents of said instrument, he/she executed the same voluntarily on the day the same bears date.

        Given under my hand and seal this 5th day of October, 2004.

/s/ Mary Jane Trainor
NOTARY PUBLIC

My Commission Expires: July 29, 2006

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