SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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): November 2, 2006

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

 

1-10275

 

74-1914582

(State of Incorporation)

 

(Commission File

 

(IRS Employment

 

 

Number)

 

Identification No.)

 

6820 LBJ Freeway

Dallas, Texas 75240

(Address of principal executive offices)

Registrant’s telephone number, including area code    972-980-9917

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:

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)).

 




Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure

The information contained in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

On November 2, 2006, Brinker International, Inc. (the “Registrant”) issued a Press Release announcing the declaration of a three for two stock split in the form of a 50% stock dividend on the Registrant’s common stock, to be distributed on November 30, 2006, to shareholders of record at the close of business on November 14, 2006.  Cash will be paid to shareholders in lieu of any fractional shares.  The Registrant also announced the declaration of the Registrant’s quarterly cash dividend to common stock shareholders in the amount of $0.09 per share, on a post-split basis.  The cash dividend will be payable on November 30, 2006 to shareholders of record at the close of business on November 14, 2006.

Section 9 – Financial Statements and Exhibits.

Item 9.01.  Financial Statements and Exhibits.

(d)     Exhibits.

99  Press Release, dated November 2, 2006.

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 hereunto duly authorized.

BRINKER INTERNATIONAL, INC.

 

 

 

 

Date: November 2, 2006

By:

/s/ Douglas H. Brooks

 

 

 

Douglas H. Brooks, Chairman of the Board

 

 

President and Chief Executive Officer

 

 

2



Exhibit 99

FOR IMMEDIATE RELEASE

Contacts: Stacey Calbert, Media Relations

 

Laura Conn, Investor Relations

(800) 775-7290

 

(972) 770-5810

 

 

 

BRINKER INTERNATIONAL INCREASES
DIVIDEND AND APPROVES STOCK SPLIT

DALLAS (Nov. 2, 2006) – Brinker International, Inc. (NYSE: EAT) announced that its board of directors approved an increase in the company’s common stock dividend and a common stock split.  The dividend will be set at the quarterly rate of $0.09 per share on a post-split basis (the equivalent of $0.135 before the split), a 35 percent increase from the prior quarter’s dividend.  The dividend will be paid on Nov. 30, 2006 to shareholders of record as of Nov. 14, 2006.

“The strategies Brinker is utilizing to increase shareholder value are moving forward” stated Doug Brooks, Chairman & CEO, “and, as a result of those efforts, we are increasing our dividend by 35 percent as a part of our on-going promise to return capital to our shareholders.”

In addition, the board of directors declared a three for two stock split to be effected in the form of a 50 percent stock dividend.  The stock split will entitle each shareholder of record at the close of business on Nov. 14, 2006, to receive one additional share for every two outstanding shares of common stock held on that date.  Cash will be payable on fractional shares.  The additional shares resulting from the split will be distributed on Nov. 30, 2006.   Based on the current shares outstanding, shares outstanding after the split will be approximately 122.8 million shares.  The board of directors also confirmed the company’s share repurchase authorization, which as of Nov. 1, 2006, has approximately $478.6 million remaining capacity.

At the end of first quarter fiscal year 2007, Brinker International either owned, operated, or franchised 1,662 restaurants under the names Chili’s Grill & Bar (1,232 units), Romano’s Macaroni Grill (244 units), Maggiano’s Little Italy (38 units), and On The Border Mexican Grill & Cantina (148 units).

The statements contained in this release that are not historical facts are forward-looking statements. These forward-looking statements involve risks and uncertainties and, consequently, could be affected by general business and economic conditions, the impact of competition, the impact of acquisitions and divestitures, the seasonality of  the company’s business, adverse weather conditions, future commodity prices, fuel and utility costs and availability, terrorists acts, consumer perception of food safety, changes in consumer taste, health epidemics or pandemics, changes in demographic trends, availability of employees, unfavorable publicity, the company’s ability to meet its growth plan, acts of God, governmental regulations, and inflation.

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