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 14, 2005
GRILL CONCEPTS, INC.
(Exact name of registrant as specified in Charter)
Delaware 0-23226 13-3319172
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File No.) Identification No.)
11661 San Vicente Blvd., Suite 404
Los Angeles, California 90049
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(Address of Principal Executive Offices)(Zip Code)
310-820-5559
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(Issuer Telephone number)
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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 obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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))
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April 14, 2005, Grill Concepts, Inc. received a notification letter from the
NASDAQ Stock Market that the company is not in compliance with conditions for
the continued listing of the company's common stock on NASDAQ under NASD
Marketplace Rule 4310(c)(14) because the company has not filed its Annual Report
on Form 10-K for the period ended December 26, 2004. As previously announced,
the company has delayed the filing of its Form 10-K while it resolves certain
lease accounting issues
Pursuant to the notification letter, Nasdaq advised that the company's common
stock will be delisted at the opening of business on April 25, 2005 unless the
company requests a hearing in accordance with the Marketplace Rule 4800 Series.
As a result of the delinquency in filing the Form 10-K, the fifth character "E"
will be appended to the company's trading symbol until the company comes into
compliance with the Nasdaq rules. Accordingly, the trading symbol for the
company's common stock changed from GRIL to GRILE at the opening of business on
April 18, 2005.
The company is working diligently to complete and file its Form 10-K before the
delisting date and come into compliance with Nasdaq Rules. In the event it is
unable to file its Form 10-K before the delisting date, the company intends to
request a hearing before a NASDAQ panel regarding its compliance with the
listing standards. The time and place of such hearing will be determined by the
panel. Requesting a hearing will stay the delisting of the company's common
stock pending the panel's decision.
On April 18, 2005, the company issued a press release announcing the receipt of
the notice from NASDAQ and its intention to request a hearing to appeal the
delisting of the company's common stock should the company be unable to file its
Form 10-K before the delisting date. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release, dated April 18, 2005.
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.
GRILL CONCEPTS, INC.
Dated: April 19, 2005
By: /s/ Philip Gay
Philip Gay
Executive Vice President and
Chief Financial Officer