Attached files
| file | filename |
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| EX-1 - Good Times Restaurants Inc. | ts1.htm |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported) |
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October 5, 2010 |
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Good Times Restaurants Inc. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
000-18590 |
84-1133368 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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601 Corporate Circle, Golden, Colorado 80401 |
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(Address of principal executive offices) (Zip Code) |
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Registrant's telephone number, including area code: (303) 384-1400 |
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Not applicable |
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(Former name or former address, if changed since last report.) |
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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 (see
General Instruction A.2.): |
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Item 1.01 Entry into a Material Definitive Agreement.
On October 3, 2010, Good Times Restaurants Inc. (the "Company") entered into a Term Sheet with Small Island Investments Ltd ("SII") for the sale of $2 million of its common stock. SII is based in Boston, MA and is an affiliate of a company that owns and operates three restaurant brands operating in Canada and the U.S. generating approximately $75 million in annual revenues.
The sale of stock is subject to execution of a definitive Stock Purchase Agreement, the completion of SII's due diligence and fulfillment of various contingencies. The contingencies include, but are not limited to, entering into an agreement satisfactory to SII with Wells Fargo Bank NA to modify the loan covenants under the Company's current loan agreement, satisfaction of Nasdaq's Capital Market continued listing requirements and obtaining a third party fairness opinion and shareholder approval of the transaction.
Upon closing of the Stock Purchase Agreement, SII will have a contractual right to designate four out of seven seats on the Company's board of directors and the Agreement will contain other rights, including anti-dilution provisions and stock registration rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
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Exhibit Number |
Description |
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10.1 |
Term Sheet dated October 3, 2010 between Good Times Restaurants Inc. and Small Island Investments Ltd. |
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SIGNATURES
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.
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GOOD TIMES RESTAURANTS INC. |
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Date: October 5, 2010 By: /s/ Boyd E. Hoback |
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Boyd E. Hoback |
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President and Chief Executive Officer |
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