ruth20160427_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 28, 2016

 

  

RUTH’S HOSPITALITY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 000-51485

 

Delaware

72-1060618

(State or other jurisdiction of

(IRS Employer

incorporation)

Identification No.)

 

1030 W. Canton Avenue, Ste. 100

Winter Park, FL 32789

(Address of principal executive offices, including zip code)

 

(407) 333-7440

(Registrant’s telephone number, including area code)

                                    

 

 

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))

 

 

 
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Item 2.02. Results of Operations and Financial Condition

 

On April 28, 2016, Ruth’s Hospitality Group, Inc. (the “Company”) issued a press release announcing its earnings results for its fiscal first quarter ended March 27, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.

 

The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 7.01. Regulation FD Disclosure

 

On April 28, 2016, the Company announced that its Board of Directors has approved the declaration of a quarterly cash dividend of $0.07 per share, payable May 26, 2016, to all common shareholders of record as of the close of business on May 12, 2016.

 

A copy of the press release announcing the dividend is attached hereto as Exhibit 99.1 and furnished herewith.

 

Item 8.01. Other Information

 

On April 28, 2016, the Company also announced that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $60 million of outstanding common stock from time to time in the open market, through negotiated transactions or otherwise (including, without limitation, the use of Rule 10b5-1 plans), depending on share price, market conditions and other factors. The new share repurchase program replaces the Company’s previous share repurchase program announced in November 2014, which has been terminated. The previous share repurchase program had permitted the repurchase of up to $50 million of outstanding common stock, of which approximately $9.5 million remained unused upon its termination. The Company intends to conduct any open market share repurchase activities in compliance with the safe harbor provisions of Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of its shares.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit 99.1 Press Release issued by Ruth’s Hospitality Group, Inc., dated April 28, 2016.

  

 
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SIGNATURES

 

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

 

 

 

RUTH’S HOSPITALITY GROUP, INC.

       

Date: April 28, 2016

 

By:

/s/ Arne G. Haak

 

 

 

Arne G. Haak

 

 

 

Executive Vice President and Chief Financial Officer

 

 
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EXHIBIT INDEX

 

Exhibit No.

  

Description 

99.1

  

Press Release issued by Ruth’s Hospitality Group, Inc., dated April 28, 2016.

 

 

 

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