Business Context and Reporting Period
Company: Red Robin Gourmet Burgers, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2011
Subject: Entry into a Material Definitive Agreement and Material Modification to Rights of Security Holders.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The Company amended its Rights Agreement dated August 11, 2010, with American Stock Transfer & Trust Company, LLC. The amendment modifies the terms of the contingent rights to purchase Series A Junior Participating Preferred Stock as follows:
- Acquiring Person Threshold: Increased from 15% to 16.5%.
- Exempt Acquisition Definition: Amended to permit the consummation of an offer for all shares supported by a majority of unaffiliated stockholders.
- Expiration Term: Changed to expire one day after the date of the 2011 annual meeting of stockholders, unless a majority of stockholders approves an extension.
Guidance, Outlook, and Risks
Management Commentary: The filing provides a general description of the amendment and incorporates the full text of the Amendment as Exhibit 4.1. No forward-looking guidance or outlook is provided in this report.
Risks and Contingencies: The filing addresses corporate governance and anti-takeover mechanisms (poison pill) rather than operational or financial risks. The summary explicitly states it is qualified in its entirety by the full text of the attached Amendment.
Investor Verification Checklist
- Verify the full text of the Amendment to Rights Agreement attached as Exhibit 4.1 for complete legal terms.
- Confirm the date of the 2011 annual meeting of stockholders to determine the exact expiration date of the Rights Agreement.
- Review the definition of "Exempt Acquisition" to understand the conditions under which a takeover offer may proceed without triggering the rights.