Form 8-K


Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 20, 2007


(Exact name of registrant as specified in Charter)


Delaware   0-23326   13-3319172

(State or other jurisdiction of

incorporation or organization)



File No.)


(IRS Employer

Identification No.)

11661 San Vicente Blvd., Suite 404

Los Angeles, California 90049

(Address of Principal Executive Offices) (Zip Code)


(Issuer Telephone number)



(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 20, 2007, Grill Concepts, Inc.’s Compensation Committee approved the following compensation changes and option grants for executive officers:

1. The compensation of Wayne Lipschitz, Chief Financial Officer of the Company, was modified to increase base salary from $205,000 to $220,000. Additionally, the amount payable to Mr. Lipschitz in the event of termination of employment within twelve months following a change of control of the Company was increased from 3 months salary to an amount equal to 1.5 times his annual salary.


2. The following stock options were granted to executive officers:





   # of Options

Philip Gay

   President and CEO    40,000

Wayne Lipschitz

   Vice President and CFO    15,000

Michael Weinstock

   Executive Vice President and Chairman    10,000

John Sola

   Vice President, Culinary    10,000

Louie Feinstein

   Vice President, Operations    10,000

Each of the options granted is exercisable for a term of 10 years at $7.11, the closing price on the date of grant, and vests ratably over five years.


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.

Dated: June 26, 2007     By:   /s/ Philip Gay

Philip Gay

President and Chief

Executive Officer