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): September 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))

 

7.01  Regulation FD Disclosure

 

On September 14, 2005, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release updating its fiscal third quarter and full year 2005 earnings guidance. The Company also stated that it expects to report fiscal third quarter 2005 earnings on November 3, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information incorporated by reference in Item 7.01 of this Form 8-K and the Exhibit 99.1 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.

 

9.01  Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit

Number

   

Description

99.1    Press Release dated September 14, 2005, issued by the Company regarding updated earnings guidance for third quarter and full year 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

Date: September 14, 2005      

By:

   /s/ Katherine L. Scherping
                Chief Financial Officer