SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 30, 2005 (as to matters reported on Form 8-K on December 2, 2005)
December 5, 2005 (as to matters reported on Amendment to Form 8-K)
RUBIO’S RESTAURANTS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-26125 | 33-0100303 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1902 Wright Place, Suite 300, Carlsbad, California | 92008 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: | (760) 929-8226 |
Not Applicable
(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 (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)) |
Explanatory Note
Rubio’s Restaurants, Inc. (the “Company”) is filing this Amendment to Form 8-K to supplement and amend the information reported by the Company under Item 3.01 of the Current Report on Form 8-K, filed on December 2, 2005 (the “Original Form 8-K”). Reference is made to the information reported in the Original Form 8-K.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 5, 2005, after follow-up discussions with the staff of the Nasdaq Stock Market, Inc. (“Nasdaq”), counsel to the Company and the Nasdaq staff concluded that the Company is, and at all relevant times has been, in compliance with NASD Rule 4350(c)(1), which requires that a majority of the board of directors of a Nasdaq issuer be comprised of independent directors, as defined in NASD Rule 4200(a)(15). In a letter delivered to Nasdaq on December 6, 2005, the Company confirmed the facts and circumstances supporting the foregoing conclusion and rescinded its notice of non-compliance. Accordingly, the disclosure under Item 3.01 of the Original Form 8-K should be disregarded and is hereby deleted in its entirety.
SIGNATURE
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 thereunto duly authorized.
Dated: December 9, 2005
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| | RUBIO’S RESTAURANTS, INC. |
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| | By: | /s/ John Fuller |
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John Fuller |
| | Chief Financial Officer |
