Texas Roadhouse, Inc.

Regulatory Filings • Oct 2, 2009

8-K 1 a09-29694_18k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 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): September 30, 2009

*TEXAS ROADHOUSE, INC.*

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-50972	20-1083890
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

*6040 Dutchmans Lane, Suite 400*

*Louisville, KY 40205*

(Address of Principal Executive Offices) (Zip Code)

*(502) 426-9984*

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 8.01. Other Events.*

On September 30, 2009, pursuant to a provision in the Registrant’s Amended and Restated Certificate of Incorporation (the “Certificate”), each share of the Registrant’s Class B Common Stock converted (the “Conversion”) automatically into one share of the Registrant’s Class A Common Stock. Immediately following the Conversion, and also pursuant to the Certificate, the Registrant’s Class A Common Stock was redesignated as “Common Stock.”

Before the Conversion, W. Kent Taylor, the Registrant’s Chairman, held all outstanding shares of Class B Common Stock.

On October 1, 2009, the Registrant had 70,282,269 shares of Common Stock outstanding.

*SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Scott M. Colosi
Scott M. Colosi
Chief Financial Officer

2

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