Delaware
(State or Other Jurisdiction
of
Incorporation or Organization)
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88-1573084
(I.R.S. Employer
Identification No.)
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Title of
securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per unit
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Proposed
maximum
aggregate
offering
price
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Amount of
registration
fee
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Common Stock, par
value $0.001 per
share, Issuable Under
the Red Robin
Gourmet Burgers, Inc.
Incentive Stock Option
and Nonqualified
Stock
Option Plan -
1990
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2,069
shares
(1)
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$9.865
(2)
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$20,411
(2)
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$1.88
(2)
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Common Stock, par
value $0.001 per
share, Issuable Under
the Red Robin
Gourmet Burgers, Inc.
1996 Stock Option
Plan
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146,013
shares
(1)
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$9.865
(2)
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$1,440,418
(2)
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$132.52
(2)
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Common Stock, par
value $0.001 per
share, Issuable Under
the Red Robin
Gourmet Burgers, Inc.
2000 Management
Performance Common
Stock
Option Plan
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332,326
shares
(1)
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$9.865
(2)
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$3,278,396
(2)
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$301.61
(2)
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Common Stock, par
value $0.001 per
share, Issuable Under
the Red Robin
Gourmet Burgers, Inc.
Employee Stock
Purchase Plan
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300,000
shares
(1)
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$9.865
(2)
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$2,959,500
(2)
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$272.27
(2)
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Common Stock, par
value $0.001 per
share, Issuable Under
the Red Robin
Gourmet Burgers, Inc.
2002 Stock Incentive
Plan
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900,000
shares
(1)
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$9.865
(2)
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$8,878,500
(2)
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$816.82
(2)
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TOTAL
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1,680,408
shares
(1)
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$9.865
(2)
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$16,577,225
(2)
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$1,525.10
(2)
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(1)
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This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares
of Common Stock covered by the Prospectus and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act), an additional indeterminate number of shares, options and rights which by reason of certain events
specified in the Red Robin Gourmet Burgers, Inc. Incentive Stock Option and Nonqualified Stock Option Plan - 1990, the Red Robin Gourmet Burgers, Inc. 1996 Stock Option Plan, the Red Robin Gourmet Burgers, Inc. 2000 Management Performance Common
Stock Option Plan, the Red Robin Gourmet Burgers, Inc. Employee Stock Purchase Plan, and the Red Robin Gourmet Burgers, Inc. 2002 Stock Incentive Plan, as applicable, (each a Plan and, collectively, the Plans) may become
subject to the Plans.
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(2)
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Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high
and low prices of the Common Stock on October 4, 2002, as reported on the Nasdaq National Market.
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(a)
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The Company's Prospectus dated July 18, 2002, filed with the Commission as part of the Company's Registration Statement on Form S-1 (registration number
333-87044), originally filed April 26, 2002 and as subsequently amended (the "Form S-1"), which includes audited financial statements for the Company's fiscal year ended December 31, 2001 and unaudited financial statements for the Company's first
quarter ended April 21, 2002;
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(b)
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The Company's Quarterly Report on Form 10-Q for its quarterly period ended July 14, 2002 filed with the Commission on August 23, 2002;
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(c)
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The Company's Current Report on Form 8-K filed with the Commission on July 31, 2002; and
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(d)
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The description of the Companys Common Stock contained in the Companys Registration Statement on Form 8-A filed with the Commission on July 16, 2002
(which incorporates such description of the Common Stock from the Form S-1, which description is also hereby incorporated by reference).
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By:
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/s/ Michael J.
Snyder
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Michael J. Snyder
Chairman of Board, President
and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Michael J. Snyder
Michael J. Snyder
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Chairman of the Board, President,
Chief
Executive Officer and Director
(
Principal Executive Officer)
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September 11, 2002
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/s/ James P. McCloskey
James P. McCloskey
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Chief Financial Officer
(Principal
Financial and
Accounting Officer
)
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September 11, 2002
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/s/ Edward T. Harvey
Edward T. Harvey
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Director
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September 11, 2002
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/s/ Terrence D. Daniels
Terrence D. Daniels
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Director
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September 11, 2002
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/s/ Gary J. Singer
Gary J. Singer
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Director
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September 11, 2002
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/s/ Tasuku Chino
Tasuku Chino
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Director
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September 11, 2002
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Exhibit
Number
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Description of Exhibit
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4.1
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Red Robin Gourmet Burgers, Inc. Incentive Stock Option and Nonqualified Stock Option Plan 1990 (Incorporated by Reference to
Exhibit 10.1 to the Companys Registration Statement on Form S-1 filed with the Commission on April 26, 2002 (registration number 333-87044))
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4.2
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Red Robin Gourmet Burgers, Inc. 1996 Stock Option Plan (Incorporated by Reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-1 filed with the Commission on April 26, 2002 (registration number 333-87044))
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4.3
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Red Robin Gourmet Burgers, Inc. 2000 Management Performance Common Stock Option Plan (Incorporated by Reference to Exhibit 10.3 to the
Companys Registration Statement on Form S-1 filed with the Commission on April 26, 2002 (registration number 333-87044))
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4.4
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Red Robin Gourmet Burgers, Inc. Employee Stock Purchase Plan (Incorporated by Reference to Exhibit 10.5 to the Companys
Registration Statement on Form S-1/A filed with the Commission on July 17, 2002 (registration number 333-87044))
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4.5
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Red Robin Gourmet Burgers, Inc. 2002 Stock Incentive Plan (Incorporated by Reference to Exhibit 10.4 to the Companys
Registration Statement on Form S-1/A filed with the Commission on July 17, 2002 (registration number 333-87044))
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5.
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Opinion of OMelveny & Myers LLP (Opinion re Legality).
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23.1
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Consent of Deloitte & Touche LLP (Consent of Independent Auditors).
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23.2
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Consent of Arthur Andersen LLP (consent of independent auditors) (omitted pursuant to Rule 437a)
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23.3
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Consent of OMelveny & Myers LLP (included in Exhibit 5).
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24.
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Powers of Attorney (included in this Registration Statement under Signatures).
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