Unassociated Document

0001140361-11-035845.txt : 20110706 0001140361-11-035845.hdr.sgml : 20110706 20110706160415 ACCESSION NUMBER: 0001140361-11-035845 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20110706 DATE AS OF CHANGE: 20110706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drapkin Matthew A CENTRAL INDEX KEY: 0001458693 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 11953261 MAIL ADDRESS: STREET 1: 10801 NESBITT AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55437 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: 1007 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 3 1 doc1.xml FORM 3 X0203 3 2010-06-30 0 0000068270 RUBY TUESDAY INC RT 0001458693 Drapkin Matthew A 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 1 0 0 0 Common Stock 683900 I See Footnote Call Option (right to buy) 5.00 2011-05-09 2011-10-22 Common Stock 200000 I See Footnote Represents shares of common stock ("Common Stock"), par value $0.01 per share, of Ruby Tuesday, Inc. (the "Issuer") directly beneficially owned by BD Partners III, L.P. ("BD Partners III") (87,200 shares), Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (174,485 shares), Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (30,315 shares), and a managed account (the "Managed Account") (391,900 shares). Represents American-style call options to buy Common Stock directly beneficially owned by Becker Drapkin QP (174,300 underlying shares of Common Stock) and Becker Drapkin, L.P. (25,700 underlying shares of Common Stock). Matthew A. Drapkin ("Mr. Drapkin") may be deemed to beneficially own these securities as he is a co-managing member of BC Advisors, LLC which is the general partner of BD Management, L.P. ("BD Management") (of which Mr. Drapkin is a limited partner), and BD Management is the general partner of, and investment manager for, each of BD Partners III, Becker Drapkin QP and Becker Drapkin, L.P. and provides investment advisory services for the Managed Account. Mr. Drapkin disclaims beneficial ownership in such shares of Common Stock and options except to the extent of his pecuniary interest therein. /s/ Andrew S. McLelland, attorney-in-fact 2011-07-06 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

Exhibit 24.1

Power of Attorney

March 16, 2010

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

This letter confirms that each and any of Richard J. Birns, Andrew S. McLelland, and Michael S. Grisolia is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.

Very truly yours,

/s/ Matthew A. Drapkin

Matthew A. Drapkin