SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
84-1573084
(I.R.S. Employer
Identification No.) |
|
|
10000 E. Geddes Avenue, Suite 500
Englewood, CO 80112 (303) 846-6000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices) |
| |
G. J. Hart
President and Chief Executive Officer 10000 E. Geddes Avenue, Suite 500 Englewood, CO 80112 (303) 846-6000
(Name, address, including zip code, and telephone
number, including area code, of agent for service) |
|
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ | |
| Non-accelerated filer | | | ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
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Attention: Chief Legal Officer
10000 E. Geddes Avenue, Suite 500
Englewood, CO 80112
Telephone: (303) 846-6000
Preferred Stock
Debt Securities
Depositary Shares
Warrants
Rights
Purchase Contracts
Units
INFORMATION NOT REQUIRED IN PROSPECTUS
| | |
Amount to be
Paid |
| |||
Registration fee
|
| | | $ | 11,070 | | |
Transfer Agent and Trustee fees and expenses
|
| | | | * | | |
Printing
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Rating Agency fees
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Miscellaneous
|
| | | | * | | |
TOTAL
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| | | $ | 11,070 | | |
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Exhibit
Number |
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Description of Documents
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| 1.1* | | | Form of Underwriting Agreement for Debt Securities. | |
| 1.2* | | | Form of Underwriting Agreement for Equity Securities. | |
| 1.3* | | | Form of Underwriting Agreement for Depositary Shares. | |
| 1.4* | | | Form of Underwriting Agreement for Purchase Contracts. | |
| 1.5* | | | Form of Underwriting Agreement for Units. | |
| 3.1 | | | Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on May 29, 2015). | |
| 3.2 | | | Red Robin Gourmet Burgers, Inc. Fifth Amended and Restated Bylaws, as amended March 20, 2023. Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 23, 2023. | |
| 4.1 | | | | |
| 4.2* | | | Form of Subordinated Indenture. | |
| 4.3* | | | Form of Certificate of Designation. | |
| 4.4* | | | Form of Deposit Agreement. | |
| 4.5* | | | Form of Depositary Receipt. | |
| 4.6* | | | Form of Warrant Agreement. | |
| 4.7* | | | Form of Warrant. | |
| 4.8* | | | Form of Rights Agent Agreement. | |
| 4.9* | | | Form of Purchase Contract. | |
| 4.10* | | | Form of Unit Agreement. | |
| 5.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1 | | | | |
| 25.1 | | | | |
| 107 | | | |
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Signature
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Title
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/s/ G.J. HART
G.J. Hart
|
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President and Chief Executive Officer; Director (Principal Executive Officer and Director)
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/s/ TODD WILSON
Todd Wilson
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Executive Vice President; Chief Financial Officer (Principal Financial Officer)
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/s/ ROBYN ARNELL BRENDEN
Robyn Arnell Brenden
|
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Chief Accounting Officer
(Principal Accounting Officer) |
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/s/ DAVID A. PACE
David A. Pace
|
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Chairperson of the Board
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/s/ ANTHONY S. ACKIL
Anthony S. Ackil
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Director
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/s/ THOMAS G. CONFORTI
Thomas G. Conforti
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Director
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Signature
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Title
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/s/ STEVEN K. LUMPKIN
Steven K. Lumpkin
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Director
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/s/ ALLISON PAGE
Allison Page
|
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Director
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/s/ NICOLE MILLER REGAN
Nicole Miller Regan
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Director
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/s/ ANDDRIA VARNADO
Anddria Varnado
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Director
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