UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SEC FILE NUMBER
FORM 12B-25 0-23226
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NOTIFICATION OF LATE FILING CUSIP NUMBER
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(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended March 27, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Grill Concepts, Inc.
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Full Name of Registrant
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Former Name if Applicable
11661 San Vicente Blvd., Suite 404
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Address of Principal Executive Offices (Street and Number)
Los Angeles, California 90049
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City, State and Zip Code
PART II - RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
[X] on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
Grill Concepts, Inc. (the "Company") is unable to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 27, 2005 in a timely manner without
unreasonable effort or expense in light of the circumstances described below:
The Company, in connection with the preparation of its 2004 Form 10-K,
determined that it's accounting for leases was not in compliance with recent
guidance issued by the Office of Chief Accountant of the Securities and Exchange
Commission. As a result of that determination and other issues identified
during the audit, the Company determined that it would be required to correct
certain accounting presentation in its 2004 financial statements and to restate
its financial statements for prior fiscal years.
As of the date hereof, the Company's Form 10-K has not yet been completed and
filed. The Company is working diligently to complete and file the 2004 Form
10-K reflecting the revised accounting treatment noted. However, until the 2004
Form 10-K is finalized, it is impossible for the Company to prepare and file its
Form 10-Q for the quarter ended March 27, 2005.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael Sanders 832 446-2599
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[ ] Yes [X] No
Form 10-K for year ended December 26, 2004
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As discussed in Part III above, the Company will restate its financial results
for prior periods. As of the date of this filing, the Company is unable, without
unreasonable effort and expense, to provide a quantitative assessment of the
impact that the corrections to its lease accounting practices will have on the
results of operations for the quarter ended March 27, 2005 or the same quarter
in fiscal 2004. The Company is working diligently to complete its review of
these matters and to quantify the impact on each of the affected periods. The
Company does not expect these adjustments to affect the amount of revenues,
comparable store sales, or cash balances previously reported.
Grill Concepts, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date May 10, 2005 By /s/ Philip Gay
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Philip Gay, Chief Financial Officer