0001181431-12-043356.txt : 20120802 0001181431-12-043356.hdr.sgml : 20120802 20120802200922 ACCESSION NUMBER: 0001181431-12-043356 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120731 FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 121004978 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 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 4 1 rrd352314.xml FORM 4 X0306 4 2012-07-31 0 0000068270 RUBY TUESDAY INC RT 0001349005 Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 1 0 0 0 Common Stock 2012-07-31 4 P 0 101956 6.2786 A 518757 I See Footnotes Common Stock 2012-07-31 4 P 0 16144 6.2786 A 82143 I See Footnotes Common Stock 2012-08-01 4 P 0 92283 6.2468 A 611040 I See Footnotes Common Stock 2012-08-01 4 P 0 12417 6.2468 A 94560 I See Footnotes Common Stock 549100 I See Footnotes Common Stock 10974 D This statement is filed by and on behalf of Steven R. Becker. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners III, L.P. ("BD Partners III"), Mr. Becker and a managed account (the "Managed Account") are the direct beneficial owners of the shares of common stock covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners III and provides investment advisory services for the Managed Account. BD Management may be deemed to indirectly (continued from footnote 1) beneficially own the shares of common stock beneficially owned by QP Fund, LP Fund, BD Partners III and the Managed Account. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BD Management. Mr. Becker is a co-managing member of BC Advisors, and, in such capacity, he may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BC Advisors. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Becker is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any shares of common stock covered by this statement. Mr. Becker disclaims beneficial ownership of the shares of common stock covered by this statement, except to the extent of his pecuniary interest therein. Mr. Becker may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Mr. Becker declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. Represents shares directly beneficially owned by QP Fund. Represents shares directly beneficially owned by LP Fund. Represents (a) 112,200 shares directly beneficially owned by BD Partners III and (b) 436,900 shares directly beneficially owned by the Managed Account. Represents shares directly beneficially owned by Mr. Becker. Exhibit Index Exhibit 24.1 - Power of Attorney (furnished herewith) STEVEN R. BECKER, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2012-08-02 EX-24.1 2 rrd316138_357154.htm POWER OF ATTORNEY rrd316138_357154.html 
                                                                    EXHIBIT 24.1

                               POWER OF ATTORNEY

                                 August 2, 2012

     Know all men by these presents, that Steven R. Becker hereby constitutes
and appoints Ashley Sekimoto, as the true and lawful attorney-in-fact and agent
of such party with full power and authority and full power of substitution and
resubstitution, for, in the name of, and on behalf of such party, place and
stead, in any and all capacities, (i) to execute any and all filings required by
such party under Section 13 or Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (or any similar rule with respect to
foreign exchanges) or any rule or regulation thereunder (including any
amendment, supplement, and/or exhibit thereto), for, in the name of, and on
behalf of such party, (ii) to do and perform any and all acts for, in the name
of, and on behalf of such party which said attorney-in-fact determines may be
necessary or appropriate to complete and execute any and all such filings,
amendments, supplements and/or exhibits and any and all other document(s) in
connection therewith, (iii) to file such filings, amendments, supplements,
exhibits and/or documents with any governmental office or agency, whether U.S.,
foreign, state or local government (including, without limitation, the U.S.
Securities and Exchange Commission and state securities administrators or
commissions), or any stock exchange or stock quotation system, as may be
required under applicable laws or rules and regulations of any stock exchange or
stock quotation system, and (iv) to perform any and all other acts that said
attorney-in-fact or agent determines may be necessary or appropriate in
connection with the foregoing that may be in the best interest of or legally
required by such party, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as such party might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent shall do or cause to be done
by virtue hereof. Steven R. Becker hereby acknowledges that the foregoing
attorney-in-fact and agent in serving in such capacity at the request of such
party, is not assuming any of the responsibilities of such party to comply with
Section 16 or Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.

     This Power of Attorney shall remain in full force and effect until Steven
R. Becker is no longer required to file reports under Section 13 or Section 16
of the Exchange Act (or any similar rule with respect to foreign exchanges) or
any rule or regulation thereunder (including any amendment, supplement, and/or
exhibit thereto), unless earlier revoked by Steven R. Becker in a signed writing
delivered to Ashley Sekimoto.

     IN WITNESS WHEREOF, each party hereto has caused this agreement to be
executed and effective as of the date first written above.

     Date:  August 2, 2012                        STEVEN R. BECKER

                                                  /s/ Steven R. Becker
                                                  --------------------------