NT 10-Q 1 latefiling.htm NOTIFICATION OF LATE FILING FORM 12B-25
OMB APPROVAL
OMB Number:   3235-0058  
Expires:  March 31, 2006 
Estimated average burden 
hours per response  2.50 

SEC FILE NUMBER
1-12454

CUSIP NUMBER
781182100

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR Form N-CSR

For Period Ended: March 1, 2005

blank checkbox Transition Report on Form 10-K
blank checkbox Transition Report on Form 20-F
blank checkbox Transition Report on Form 11-K
blank checkbox Transition Report on Form 10-Q
blank checkbox Transition Report on Form N-SAR

For the Transition Period Ended: ________________

Read Instruction (on back page) 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:

PART I - REGISTRANT INFORMATION

Ruby Tuesday, Inc.

Full Name of Registrant




Former Name if Applicable

150 West Church Avenue

Address of Principal Executive Office (Street and Number)

Maryville, Tennessee 37801

City, State and Zip Code

PART II - RULES 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 reason 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 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 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.


     On April 11, 2005, the Registrant filed a Current Report on Form 8-K disclosing that it had determined that, because of the accounting errors described in the Current Report, its previously issued financial statements, including those contained in the following filings, should no longer be relied upon: Annual Report on Form 10-K for the fiscal year ended June 1, 2004; Quarterly Reports on Form 10-Q for the quarters ended November 30, 2004 and August 31, 2004; and the preliminary financial results for the quarter ended March 1, 2005 included in the Company’s press release issued on March 30, 2005, and that the Registrant would be filing amendments to its periodic reports for those periods to restate the financial statements contained therein. The adjustments being made in the restatements of the foregoing reports will also affect the Registrant’s reporting in its Quarterly Report on Form 10-Q for its third fiscal quarter ended March 1, 2005, and, for comparison purposes, its reporting of the prior year end.

     The Registrant is unable, without unreasonable effort and expense, to file its Quarterly Report on Form 10-Q for its third fiscal quarter ended March 1, 2005 on a timely basis because the Registrant requires additional time to fully incorporate the accounting adjustments described above. The Registrant expects to file its Form 10-Q by the extended due date of April 18, 2005.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
Marguerite N. Duffy
 (865)
 379-5700
     (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 answer is no, identify report(s). Yes No

(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? 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.

     Concurrently with this filing, the registrant has issued a press release, which includes its financial results for the 13 and 39 week periods ended March 1, 2005, along with comparisons to the prior fiscal year periods. The press release was furnished to the Commission on a Current Report on Form 8-K filed on April 11, 2005.

Ruby Tuesday, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date April 11, 2005 By: /s/ Marguerite N. Duffy
Marguerite N. Duffy
Senior Vice President and
Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18U.S.C. 1001).

GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4.    Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5.    Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).