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 14, 2005

 

 

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   0-49916   84-1573084

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

6312 S. Fiddler’s Green Circle, Suite 200N

Greenwood Village, CO

       80111
(Address of principal executive offices)       (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:

 

¨ 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On February 14, 2005, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release describing selected preliminary unaudited financial results of the Company for the twelve-weeks and fiscal year ended December 26, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is being incorporated herein by reference.

 

The information in this Form 8-K and the Exhibit attached hereto 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 7.01 Regulation FD Disclosure

 

The press release dated February 14, 2005 also contains the Company’s current guidance for first quarter and full year 2005. The earnings per share estimates exclude the potential impact of any changes to the Company’s lease accounting practices as well as the impact of the expensing of stock options beginning in the third quarter of 2005, as further discussed in the release.

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibits

 

Exhibit
Number
  

Description

99.1   Red Robin Gourmet Burgers, Inc., Press Release, dated February 14, 2005

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

RED ROBIN GOURMET BURGERS, INC.,

a Delaware corporation

   

By:

  

/s/ James P. McCloskey

Date: February 14, 2005

       Chief Financial Officer