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 16, 2005

 

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

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)).

 

 

Item 5.04.              Temporary Suspension of Trading Under Registrant Employee Benefit Plans.

 

On November 16, 2005, the Registrant sent a notice to its executive officers and directors informing them that a blackout period will be in effect from December 23, 2005 to the week of January 16, 2006, prohibiting them from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the Registrant.  This notice complies with the requirements of Section 306(a) of the Sarbanes Oxley Act of 2002.  A copy of this notice is attached as Exhibit 99 to this Current Report on Form 8K and is incorporated herein by reference.

 

On November 16, 2005, the Registrant received the notice required by Section 101(i)(2)(e) of the Employment Retirement Security Act of 1974.

 

Item 9.01.              Financial Statements and Exhibits.

 

(c)           Exhibits.

 

99 Notice to Executive Officers and Directors.

 

 

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 16, 2005	By:	/s/ Douglas H. Brooks
		Douglas H. Brooks, Chairman of the Board
		President and Chief Executive Officer

 

 

 

Exhibit 99

 

 

To executive officers and directors of

Brinker International, Inc. (“Brinker”):

 

 

The Brinker International, Inc. 401(K) Savings Plan (the “Plan”) will be changing recordkeepers from Ameriprise Trust Co. (“Ameriprise”) to Fidelity Investments (“Fidelity”) beginning January 2, 2006.  In order to insure that all information regarding Plan participants’ accounts is transferred accurately from Ameriprise to Fidelity, there will be a period of time during which Plan participants will be unable to direct investments in their Plan accounts, obtain a loan from the Plan or obtain a distribution from the Plan.  Commencing at 4:00 p.m., Eastern Time, on December 23, 2005, Plan participants are prohibited from requesting loans or withdrawals from the Plan, with further restrictions on exchanges between investment options occurring on December 27, 2005.  This period is expected to end the week of January 16, 2006.  You will be informed if the timing of this period changes.

 

Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, as an executive officer and/or director of Brinker, you are prohibited from directly or indirectly purchasing, selling or otherwise acquiring equity securities of Brinker from 4:00 p.m., Eastern Time, on December 23, 2005 through the end of the week of January 16, 2006.  This prohibition relates not only to securities held for your account in the Plan but also any other securities of Brinker (including exercising stock options) that you have acquired by virtue of your service as a director or executive officer of Brinker.  This prohibition also relates to shares which may be owned of record by immediate family members or trusts, but which are deemed to be beneficially owned by you.

 

Inquiries regarding the above-described period or this notice may be directed to Bryan McCrory, Assistant General Counsel, Brinker International, Inc., 6820 LBJ Freeway, Dallas, Texas 75240 (telephone:  972.770.8854) or Lynda Ferrell, Benefits Department, Brinker International, Inc., 6820 LBJ Freeway, Dallas, Texas 75240 (telephone:  972.770.5884).