**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

**(Amendment No. 1)**

** **

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|--------------------------------------------------------------------------------------|
|    | For the Fiscal Year Ended: **May 31, 2016**                                          |

 

OR

 

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------|
|    | For the transition period from __________ to _________                                   |

 

**Commission file number****1-12454**

 

**RUBY TUESDAY, INC.********(Exact name of registrant as specified in charter)**

| **GEORGIA**                                                    |   | **63-0475239**                       |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |

** **

**150 West Church Avenue, Maryville, Tennessee 37801**(Address of principal executive offices and zip code)

**(865) 379-5700**(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:

|                                    |                                      |
|-----------------------------------------|-------------------------------------------|
| Title of each class                     | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | New York Stock Exchange                   |

 

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

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐                                                 Accelerated filer ☒         

 

Non-accelerated filer ☐ (Do not check if a smaller reporting company)                       Smaller reporting company ☐ 

 

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

 

The aggregate market value of the voting stock (which consists solely of shares of common stock) held by non-affiliates of the registrant as of the last day of the second fiscal quarter ended December 1, 2015 was $343,124,069 based on the closing stock price of $5.53 on December 1, 2015. 

 

The number of shares of common stock outstanding as of August 10, 2016, was 60,137,399.

 

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**Explanatory Note**

** **

Ruby Tuesday, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) to amend its Annual Report on Form 10-K for the fiscal year ended May 31, 2016 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2016. The purpose of this Form 10-K/A is solely to correct the certification of Sue Briley, the Company’s Principal Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as exhibit 32.2 to this Form 10-K/A. The Section 906 certification filed with the Original Form 10-K inadvertently did not refer to Ms. Briley in the text of the certification.    

 

No other changes have been made to the Original Form 10-K, and this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K. Unaffected parts or exhibits of the Original Form 10-K are not included herein. The Form 10-K/A should be read in conjunction with the Original Form 10-K and with our filings with the SEC occurring after the date of the Original Form 10-K.

 

 

**PART IV**

**Item 15. Exhibits and Financial Statement Schedules**

** **

**Exhibits:**

    

| 31.1   |   | Certification of Interim President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                      |
| 31.2   |   | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                       |
|   |   |                                                                                                                      |
| 32.1   |   | Certification of Interim President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|   |   |                                                                                                                      |
| 32.2   |   | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                       |

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

**RUBY TUESDAY, INC.**

 

 

| Date: November 21, 2016  |   |   |  By: | /s/ F. Lane Cardwell, Jr.     |
|-------------------------------|--------|--------|-----------|-------------------------------|
|                          |   |   |      | F. Lane Cardwell, Jr.         |
|                          |   |   |      | Interim President and         |
|                          |   |   |      | Chief Executive Officer       |
|                          |   |   |      | (Principal Executive Officer) |