0000825324-13-000010.txt : 20130107 0000825324-13-000010.hdr.sgml : 20130107 20130104173547 ACCESSION NUMBER: 0000825324-13-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130104 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130107 DATE AS OF CHANGE: 20130104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD TIMES RESTAURANTS INC CENTRAL INDEX KEY: 0000825324 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841133368 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18590 FILM NUMBER: 13513060 BUSINESS ADDRESS: STREET 1: 601 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3033841400 MAIL ADDRESS: STREET 1: 601 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: PARAMOUNT VENTURES INC DATE OF NAME CHANGE: 19900205 8-K 1 f8k120purchase.htm .



UNITED STATES

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)

January 4, 2013 (December 5, 2012)

 

Good Times Restaurants Inc.

(Exact name of registrant as specified in its charter)

 

 

Nevada

000-18590

84-1133368

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

601 Corporate Circle, Golden, Colorado 80401

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (303) 384-1400

 

Not applicable

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

 

[_]

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))



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Item 1.01

Entry into a Material Definitive Agreement

On December 5, 2012, Good Times Restaurants Inc. (the “Company”) entered into a letter agreement (the “Purchase Agreement”) with one of its franchisees, GT Burgers of Colorado, Inc. (“Seller”), pursuant to which the Company agreed, subject to the satisfaction of certain contingencies, to purchase the real and personal property related to the Good Times restaurant in Thorton, Colorado operated by Seller (the “Restaurant Assets”).  The Purchase Agreement between the Company and Seller contains customary representations, warranties and indemnification provisions.

The contingencies to the Company’s obligations under the Purchase Agreement were satisfied on December 28, 2012.  Accordingly, the Company completed its purchase of the Restaurant Assets from the Seller on December 31, 2012.  At the closing, Seller executed and delivered a special warranty deed conveying the real property to the Company and a bill of sale and assignment conveying the personal property to the Company.  At the closing, the Company and Seller also entered into a Franchise Termination and Release Agreement, terminating all of Seller’s rights as a franchisee of the Company.

The information reported in Item 2.01 and Item 2.03 of this Current Report on Form 8-K is incorporated herein by this reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

As set forth above, on December 31, 2012, the Company completed its purchase of the Restaurant Assets from Seller for an aggregate purchase price of $1,250,000, of which $650,000 was paid in cash at closing and $600,000 was paid in the form of a promissory note secured by a first priority deed of trust on the real property.  The promissory note is described in Item 2.03 below and the information reported in Item 2.03 is incorporated herein by this reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

As set forth above, on December 31, 2012, the Company completed its purchase of the Restaurant Assets from Seller.  As partial payment of the purchase price, the Company issued to Seller a promissory note in the principal amount of $600,000.  The promissory note bears interest at the rate of 6% per annum.  In addition, a principal payment of $250,000 and accrued interest is due and payable by the Company on March 31, 2013, with all remaining principal and accrued interest due and payable on the earlier to occur of September 30, 2013 or the date on which the Company conveys its fee simple interest in the real property to an entity that is unaffiliated with Company.  The promissory note is secured by a first priority deed of trust on the real property of the restaurant.

Item 8.01

Other Events

As set forth above, on January 4, 2013, the Company issued a press release announcing purchase of the restaurant assets. A copy of the Company’s press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.  The following exhibits are filed as part of this report:

Exhibit

Number


Description

 

 

99.1

Company Press Release dated June 19, 2012.




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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.

 

GOOD TIMES RESTAURANTS INC.

 

 

Date: January 4, 2013

By:/s/ Boyd E. Hoback

 

 

 

Boyd E. Hoback

 

President and Chief Executive Officer




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 EX-1 2 pressrelease.htm .


FOR IMMEDIATE RELEASE

News

January 7, 2013

Nasdaq Capital Market- GTIM

GOOD TIMES RESTAURANTS INC.  ANNOUNCES PURCHASE OF TOP FRANCHISE RESTAURANT

(GOLDEN, CO)  Good Times Restaurants Inc. (GTIM) today announced it has acquired the real and personal property related to a high volume restaurant that has been operated by one of its franchisees for a total purchase price of $1,250,000.

Boyd Hoback, President and CEO said “This was a great opportunity for our franchisee to take advantage of 2012 tax rates and create a liquidity event based on the hard work he’s put in over the last several years. It’s a great opportunity for us to acquire at a reasonable cost a high volume, very profitable restaurant that has been maintained and operated at a very high level.”

The Company said it plans to sell the real estate underlying the restaurant in a sale leaseback transaction that it anticipates will yield approximately $1.1m in net proceeds.  Hoback added, “Our return on investment on the operating asset investment will be far in excess of what we could expect to earn on a new restaurant, even net of the royalties we were receiving from our franchisee.  It will be immediately accretive and is a part of the overall rationalization of our existing store base to maximize current and future profitability, including the recent sale a few underperforming stores for cash, reimaging and remodeling of older stores and preparing to build new stores in the Colorado market as opportunities become available.”

The Company also announced it expects to close on another sale leaseback transaction next week that, in combination with the sale leaseback of the recently purchased franchise restaurant, will enable it to pay down all of its remaining term debt.

Good Times is a regional chain of quick service restaurants located primarily in Colorado providing a menu of high quality all natural hamburgers, 100% breast of chicken sandwiches, fresh frozen custard, fresh cut fries, fresh squeezed lemonades and other unique offerings.  Good Times currently operates and franchises 39 restaurants.

This press release contains forward looking statements within the meaning of federal securities laws.  The words “intend,” “may,” “believe,” “will,” “should,” “anticipate,” “expect,” “seek” and similar expressions are intended to identify forward looking statements.  These statements involve known and unknown risks, which may cause Good Times’ actual results to differ materially from results expressed or implied by the forward looking statements.  These risks include such factors as the uncertain nature of current restaurant development plans and the ability to implement those plans, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the “Risk Factors” section of Good Times’ Annual Report on Form 10-K for the fiscal year ended September 30, 2012 filed with the SEC.  Although Good Times may from time to time voluntarily update its forward looking statements, it disclaims any commitment to do so except as required by securities laws.

INVESTOR RELATIONS CONTACTS:

Good Times Restaurants Inc.

Boyd E. Hoback, President and CEO, 303/384-1411

Christi Pennington, Executive Assistant, 303/384-1440