<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

   
                                 FORM 10-K/A-1
    

    [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996
                                       OR
    [ ]     TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                       FOR THE TRANSITION PERIOD FROM  TO

                          COMMISSION FILE NO.  0-24502

                         ROCK BOTTOM RESTAURANTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           DELAWARE                                84-1265838 
   (STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.) 

      248 CENTENNIAL PARKWAY, LOUISVILLE, COLORADO       80027
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)       (ZIP CODE)

                                (303) 664-4000
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
         Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                                 TITLE OF CLASS
                                 --------------
                         Common Stock ($.01 par value)

     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. YES ___X NO___

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K [ ].

     At March 25, 1997, 7,906,783 shares of common stock were outstanding.

     At March 25, 1997, the aggregate market value of the voting stock held by
non-affiliates was approximately $66,201,000.

                      DOCUMENTS INCORPORATED BY REFERENCE.

     Portions of the Registrant's Definitive Proxy Statement for the 1997
Annual Meeting of Stockholders, to be filed on or before April 28, 1997,
are incorporated by reference into Part III of this Form 10-K.


<PAGE>   2

                                    PART IV

ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  Documents filed as part of this report:

          1.  Financial Statements.

                  Report of Independent Public Accountants


                  Consolidated Balance Sheets as of December 31, 1995 and 
                  December 29, 1996

                  Consolidated Statements of Operations for the Years Ended
                  December 25, 1994, December 31, 1995, and December 29, 1996

                  Consolidated Statements of Stockholders' Equity for the Years
                  Ended December 25, 1994, December 31, 1995, and December 29,
                  1996

                  Consolidated Statements of Cash Flows for the Years Ended
                  December 25, 1994, December 31, 1995, and December 29, 1996

                  Notes to Consolidated Financial Statements

           2.  Financial Statement Schedules.

                  All financial statement schedules are omitted as they are not
                  applicable to the Company.

           3.  Exhibits.


<TABLE>
<CAPTION>
EXHIBIT
  NO.                               DESCRIPTION OF EXHIBIT
-------       ------------------------------------------------------------------
<S>           <C>

2        --   Form of Share Exchange Agreement and Amendment among the Company
              and the Shareholders of the Predecessor Subsidiaries, filed as
              Exhibit No. 2 to the Company's Registration Statement on Form S-1
              (Registration No. 33-79898) and incorporated herein by reference.

3(i)     --   Amended and Restated Certificate of Incorporation of the Company,
              filed as Exhibit No. 3(i) to the Company's Registration Statement
              on Form S-1 (Registration No. 33-79898) and incorporated herein
              by reference.

3(ii)    --   Bylaws of the Company, filed as Exhibit No. 3(ii) to the Company's
              Annual Report on Form 10-K for the fiscal year ended December 25,
              1994 and incorporated herein by reference.

10.1     --   Rock Bottom Restaurants, Inc. Equity Incentive Plan, filed as
              Exhibit No. 4.1 to the Company's Registration Statement on Form
              S-8 (Registration No. 33-94256) and incorporated herein by
              reference.

10.2     --   Rock Bottom Restaurants, Inc. Nonemployee Directors' Stock Option
              Plan, filed as Exhibit No. 4.2 to the Company's Registration
              Statement on Form S-8 (Registration No. 33-94256) and
              incorporated herein by reference.

10.3     --   Lease Agreement, dated September 1, 1978, between the Company and
              Madeline Day, filed as Exhibit No. 10.3 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-79898)
              and incorporated herein by reference.

10.4     --   Lease Agreement, dated March 15, 1986, as amended on June 21,
              1995, between the Company and Lux/Day Northport, Ltd., filed as
              Exhibit No. 10.4 to the Company's Annual Report on Form 10-K for
              the fiscal year ended December 31, 1995. 
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<TABLE>
<CAPTION>
EXHIBIT
  NO.                               DESCRIPTION OF EXHIBIT
-------       ------------------------------------------------------------------
<S>           <C>
10.5     --   Lease Agreement, dated June 8, 1989, between the Company and
              Robert Greenlee, and Assignment, dated March 23, 1990, by Robert
              Greenlee to the 1123 Walnut Corporation, filed as Exhibit No.
              10.5 to the Company's Registration Statement on Form S-1
              (Registration No. 33-79898) and incorporated herein by reference.

10.6     --   Lease Agreement, dated August 29, 1990, between the Company and
              C.B. Partnership, filed as Exhibit No. 10.6 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-79898)
              and incorporated herein by reference.

10.7     --   Lease Agreement, dated May 9, 1995, between the Company and Old
              Chicago Colorado Springs Limited Partnership, filed as Exhibit No.
              10.7 to the Company's Annual Report on Form 10-K for the fiscal
              year ended December 31, 1995.

10.8     --   Executive Bonus Plan, filed as Exhibit No. 10 to the Company's
              Form 10-Q for the quarterly period ended June 30, 1996, and
              incorporated herein by reference. 

10.9     --   Real Estate Mortgage, dated June 27, 1996, between the Company and
              Lakeside Bank, together with Promissory Note, filed as Exhibit No.
              10 to the Company's Form 10-Q, as amended, for the quarterly
              period ended September 29, 1996.

10.10    --   Loan Agreement for $20,000,000 Revolving Line of Credit from
              Norwest Bank Colorado, National Association, First Security Bank
              of Idaho, N.A., and West One Bank, Idaho to Rock Bottom
              Restaurants, Inc., dated July 2, 1996, filed as Exhibit No. 2.1 to
              the Company's Form 8-K dated July 2, 1996, and incorporated herein
              by reference.

10.11    --   Stock Purchase Agreement, dated June 4, 1996, between Rock Bottom,
              Trolley Barn, TBB Acquisition Group, Inc., TBB Holding Company,
              and the TBB Shareholders, filed as Exhibit No. 2.2 to the
              Company's Form 8-K dated July 2, 1996, and incorporated herein by
              reference.

10.12    --   Lease Agreement, dated June 25, 1996, between the Company and
              Dulcet L.L.C., Elaine C. Wong and Eugene B. Weisman, filed as 
              Exhibit 10.12 to the Company's Annual Report on Form 10-K for the
              fiscal year ended December 29, 1996.
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<TABLE>
<CAPTION>
EXHIBIT
   NO.                         DESCRIPTION OF EXHIBIT
-------       ------------------------------------------------------------------
<S>           <C>
21       --   Subsidiaries of the Company:
              Old Chicago of Colorado, Inc., a Colorado corporation; Old Chicago
              of Westminster, Inc., a Colorado corporation; Old Chicago of
              Kansas, Inc., a Kansas corporation. Rock Bottom of Minneapolis,
              Inc., a Colorado corporation; Rock Bottom of Texas, Inc., a Texas
              corporation; Wadsworth Old Chicago, Inc., a Colorado corporation;
              Walnut Brewery, Inc., a Colorado corporation; Rock Bottom Kansas
              LLC, a Kansas limited liability company.

23.1          Consent of Arthur Andersen LLP, filed as Exhibit 23.1 to the
              Company's Annual Report on Form 10-K for the fiscal year ended
              December 29, 1996.

27            Restated Financial Data Schedule, filed as Exhibit No. 27

          (b) Reports on Form 8-K.  There were no reports filed on Form 8-K 
              during the fourth quarter of 1996.


          (c) Exhibits.

              See Item 14(a)(3) above.

          (d) Financial Statement Schedules.

              All financial statement schedules are omitted as they are not 
              applicable to the Company.


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<PAGE>   5
   
                                   SIGNATURE
    

   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, State of Colorado.
    

                                     ROCK BOTTOM RESTAURANTS, INC.


   
Date: April 1, 1997
    
   
                                     By:  /s/  THERESA D. SHELTON
                                        ------------------------------
                                               Theresa D. Shelton
                                               Vice President Finance and 
                                               Assistant Secretary
                                               (Principal Accounting Officer)
    

   
    


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                                 EXHIBIT INDEX



   
<TABLE>
<CAPTION>
         EXHIBIT                                             
            NO.   DESCRIPTION OF EXHIBIT                     
         -------  -----------------------------------------  
         <S>      <C>                                        

         10.12    Lease Agreement, dated June 25, 1996, between the Company
                  and Dulcet L.L.C., Elaine C. Wong and Eugene B. Weisman, filed
                  as Exhibit 10.12 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended December 29, 1996.

         23.1     Consent of Arthur Andersen LLP, filed as Exhibit 23.1 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 29, 1996.           

         27       Restated Financial Data Schedule.                    
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