Red Robin Gourmet Burgers (RRGB)

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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:

On February 16, 2006, the Company issued a press release describing selected financial results of the Company for the twelve weeks and fifty-two weeks ended December 25, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is being incorporated herein by reference.

The information incorporated by reference in Item 2.02 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.

(c) Exhibits

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.

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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:

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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:

On January 11, 2006, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release announcing that Annita M. Menogan has been appointed as the Company’s vice president and general counsel. A copy of the press release issued January 11, 2006 by the Company is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Ms. Menogan, 51, was appointed to the position of Vice President and General Counsel of the Company effective as of January 9, 2006. Prior to joining the Company, Ms. Menogan was most recently the vice president, secretary and deputy general counsel for Molson Coors Brewing Company in Denver and Montreal, Quebec. Prior to that, she served as a partner in the law firm of Dorsey & Whitney, a global firm based in Minneapolis, with expertise in mergers and acquisitions, and general corporate and securities practice. Ms. Menogan has held leadership positions with several Colorado legal and community organizations.

Ms. Menogan does not have any family relationships with any of the directors, executive officers, or any people nominated or chosen by the Company to become a director or executive officer. Ms. Menogan is not a party to any transaction described in Item 404(a) of Regulation S-K.

(c) Exhibits

SIGNATURE

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.

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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:

On January 10, 2006, Red Robin Gourmet Burgers, Inc. issued a press release reporting its preliminary unaudited updated revenue and earnings guidance for the fourth quarter and the fiscal year ended December 25, 2005. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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See disclosure contained in Item 2.03 below, which is incorporated herein by reference.

On December 14, 2005, Red Robin Gourmet Burgers, Inc. entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) among the registrant, Red Robin International, Inc., the domestic subsidiaries of the borrower from time to time parties thereto, the lenders parties thereto, Wachovia Bank, National Association, as Administrative Agent, Wells Fargo Bank, N.A., as Syndication Agent, Bank of America, N.A. and KeyBank National Association, as Documentation Agents, and Wachovia Capital Markets, LLC, as Lead Arranger, to obtain extensions of credit and commitments aggregating $200 million. The Credit Agreement also allows the registrant an option to increase the credit facility, subject to lender participation, by up to an additional $40 million in the future. The Credit Agreement amends and restates the Credit Agreement, dated as of May 20, 2003, which provided for the making of loans by the lenders named therein in an aggregate principal amount not to exceed $85 million.

Red Robin International, Inc. is the borrower under the Credit Agreement and certain of its subsidiaries and the registrant are guarantors of borrower’s obligations under the Credit Agreement. Borrowings under the Credit Agreement are secured by substantially all of the assets of the borrower and the guarantors, including the registrant. The maturity date of the Credit Agreement is December 14, 2010. Borrowings under the Credit Agreement are available to the borrower to finance restaurant construction and related costs, refinance certain existing debt, provide for working capital and general corporate requirements and to finance potential acquisitions relating to the purchase of franchise restaurants.

The Credit Agreement requires the registrant to meet certain financial tests, including a leverage ratio (as defined in the Credit Agreement) of less than or equal to 2.5 to 1.0 and a fixed charge coverage ratio (as defined in the Credit Agreement) of greater than or equal to 1.25 to 1.0. The Credit Agreement also contains additional covenants which, among other things, require the registrant to deliver to the lenders specified financial information, including annual and quarterly financial information, and limit the registrant’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations, (i) merge with other companies, (ii) create liens on its property; (iii) incur additional indebtedness or off-balance sheet obligations; (iv) enter into transactions with affiliates, except on an arms-length basis; (v) enter into sale leaseback transaction; (vi) pay dividends or make certain other restricted payments; (vii) make certain investments; (viii) sell its assets and (ix) make acquisitions.

A copy of the Amended and Restated Credit Agreement is attached hereto as Exhibit 10.1 and a copy of the Amended and Restated Security Agreement is attached hereto as Exhibit 10.2, both of which are incorporated herein by reference.

On December 14, 2005, the registrant issued a press release announcing the closing of the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

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(a) On November 11, 2005, the compensation committee of the board of directors of Red Robin Gourmet Burgers, Inc. (the “Company”), approved an amendment to the existing employment agreement between the Company and Dennis B. Mullen, the Company’s chairman and chief executive officer. Pursuant to the Company’s original employment agreement with Mr. Mullen dated as of September 7, 2005 (the “Employment Agreement”), the Company has agreed to provide Mr. Mullen certain commuting and housing benefits in connection with his service to the Company. The Company’s provision of these commuting and housing benefits will result in additional wage income to Mr. Mullen, which in turn would otherwise result in additional federal, state or local tax liability and Federal Insurance Contributions Act (“FICA”) tax liability. To compensate for any unintended increase in Mr. Mullen’s tax liability, the Company and Mr. Mullen entered into an amendment to the Employment Agreement whereby the Company has agreed to pay Mr. Mullen, in addition to all other payments and benefits he is entitled to receive under the Employment Agreement, an amount equal to his additional tax liability resulting from his receipt of commuting and housing benefits.

A copy of the amendment to Mr. Mullen’s Employment Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(b) On November 11, 2005, the Company’s board of directors, acting on the recommendation of the compensation committee, approved certain changes to the standard compensation arrangements for the Company’s non-employee directors, effective as of October 1, 2005. A summary of the standard arrangements now in effect for all non-employee directors of the Company is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

As described in more detail in Exhibit 99.2 to this Current Report on Form 8-K, non-employee directors will continue to receive an annual retainer of $25,000. Non-employee directors will also continue to receive a non-qualified option grant covering 5,000 shares upon joining the board of directors and be eligible to receive additional option grants covering up to a maximum of 5,000 shares per year. These arrangements are unchanged from those that were in effect prior to the board’s action.

The changes approved by the board of directors include the institution of an annual retainer in the amount of $5,000 for the lead director, $5,000 for the chairman of the audit committee, and $3,000 each for the chairman of the compensation committee and the chairman of the nominating and governance committee. The board also increased the meeting fee for each board and committee meeting attended from $1,000 to $2,000, in the case of meetings of the board, compensation committee or nominating and governance committee, and from $2,000 to $3,000 in the case of meetings of the audit committee (except in the case of the audit committee chairman, who instead will receive a meeting fee of $4,000 for each audit committee meeting attended). A director will continue to receive one-half of the applicable meeting fee in the event that the director participates in a scheduled in-person meeting by telephone.

The compensation committee believes that the changes described above are appropriate in light of the time commitment and responsibilities assumed by each director in serving on the Company’s board of directors and board committees. In determining the compensation arrangements for non-employee directors, the compensation committee and the board of directors utilized the services of Frederic W. Cook & Co., Inc., a nationally recognized compensation consulting firm, and reviewed market data on director compensation programs at comparable companies.

(a) On November 11, 2005, the board of directors, acting on the recommendation of the nominating and governance committee, appointed Taylor Simonton, a current director and member of the audit committee, to serve as chairman of the audit committee. Mr. Simonton replaces Edward T. Harvey, who has been appointed to serve as lead director. Mr. Harvey will remain a member of the audit committee.

Mr. Simonton retired from a 35 year career at PricewaterhouseCoopers LLP in 2001. Mr. Simonton was an audit partner at PricewaterhouseCoopers LLP for 23 years, including service in its National Office from 1995 to 2001 during which time he was a member of the group overseeing all accounting and auditing standards, SEC compliance, risk and quality and corporate governance matters for that firm. Since 2003, Mr. Simonton has served on the board of directors and as audit committee chairman of Fischer Imaging Corporation, a public company that designs, manufacturers and markets specialty medical imaging systems using digital technology.

The board of directors has determined that Mr. Simonton satisfies the criteria for an “audit committee financial expert” as defined by rules adopted by the Securities and Exchange Commission.

(b) As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2005 (the “3^rd Quarter 10-Q”), the Company has implemented certain remediation measures, and is in the process of creating and implementing additional remediation plans, for the internal control deficiencies noted in the 3^rd Quarter 10-Q and in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 10, 2005. On November 11, 2005, the board of directors, upon the recommendation of the audit committee, approved the retention of a nationally recognized third party internal audit service provider to implement the Company’s internal audit function. The internal audit function will report directly to the audit committee of the board of directors.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

As of November 1, 2005, there were 16,445,787 outstanding shares of the registrant’s common stock.

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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:

On November 3, 2005, the Company issued a press release describing selected financial results of the Company for the twelve and forty weeks ended October 2, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is being incorporated herein by reference.

The information incorporated by reference in Item 2.02 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.

(c) Exhibits

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.

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:

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.

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:

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:

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  ¨ No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  x Yes  ¨ No

As of the latest practicable date prior to filing this report there were 16,325,485 outstanding shares of the registrant’s common stock.

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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:

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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:

Item 5.02 Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers

(c) On June 22, 2005, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release announcing, among other things, that Katherine L. Scherping has been appointed as the Company’s chief financial officer. The Company also announced that James P. McCloskey, the Company’s former chief financial officer, will continue to serve as a senior vice president of the Company. A copy of the press release issued June 22, 2005 by the Company is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Ms. Scherping, 45, was appointed to the position of chief financial officer of the Company effective as of June 20, 2005. Prior to joining the Company, Ms. Scherping served from August 2004 through May 2005 as Controller of Policy Studies, Inc., a provider of outsourcing, technology and consulting services for health, human services and justice organizations. From April 1999 to June 2003, Ms. Scherping served in various senior financial management positions at Tanning Technology Corporation, a computer systems consulting professional firm, including director of finance, treasurer and chief financial officer. Prior to this, Ms. Scherping served in various financial management positions at AT&T Broadband & Internet Services (formally Tele-Communications, Inc.), ADT Security Services, Inc. and Alert Centre, Inc. Ms. Scherping began her career as a public accountant at Arthur Andersen & Co. Ms. Scherping received her B.S. degree in accounting from Northern Illinois University and is a certified public accountant.

Ms. Scherping does not have any family relationships with any of the directors, executive officers, or any people nominated or chosen by the Company to become a director or executive officer. Ms. Scherping is not a party to any transactions listed in Item 404(a) or Regulations S-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

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.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes    ¨  No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  x  Yes    ¨  No

As of May 23, 2005, there were 16,256,500 outstanding shares of the registrant’s common stock.

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RED ROBIN GOURMET BURGERS, INC.

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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:

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 19, 2005, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release describing selected financial results of the Company for the sixteen weeks ended April 17, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is being incorporated herein by reference.

The information in this Form 8-K and the Exhibit 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.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

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.