Good Times Restaurants Inc.
601 Corporate Circle
Golden, Colorado 80401
August 14, 2013
VIA EDGAR
Division of Corporation Finance
T.S.
Securities and Exchange Commission
Washington, D.C. 20549
Re:
Good Times Restaurants Inc.
Registration Statement on Form S-1
File No. 333-188183
Dear Sir or Madam:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Good Times Restaurants Inc. (the "Company") hereby requests that the effective date of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that the Registration Statement may become effective on Friday, August 16, 2013, at 4:00 p.m. (Washington D.C. time), or as soon thereafter as may be practicable.
The Company acknowledges that:
·
should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
·
the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
·
the Company may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.
We request that we be notified of such effectiveness by a telephone call to Roger C. Cohen, of Snell & Wilmer L.L.P. at (303) 634-2000.
Sincerely,
Good Times Restaurants Inc.
/s/Boyd E. Hoback_________
By:
Boyd E. Hoback
Title:
President & Chief Executive Officer
Maxim Group LLC
405 Lexington Avenue
New York, NY 0174
August 14, 20 13
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission Washington, D.C. 20549
Re:
Good Times Restaurants Inc.
Registration Statement on Form S-1
File No. 333-188183
Dear Sir or Madam:
Pursuant to Rule 461 of the General Rules and Regulation s under the Securities Act of 1933, as amended, the undersigned hereby joins in the request of Good Times Restaurants Inc. that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may become effective on Friday, August 16, 2013, at 4:00 p.m. (Washington D.C. time), or as soon thereafter as may be practicable.
In accordance with Rule 461 of the Act, we, acting as representative of underwriters, wish to advise you that, between July 26, 2013 and August 12, 2013, we distributed a total of approximately 1,052 copies of the Preliminary Prospectuses dated July 26, 20 13 and August 12, 2013, of which approximately 500 copies were distributed to other underwri ters. The majority of these copies were distributed to investors, including individuals and institutions. Copies of the Preliminary Prospectus were available to anyone requesting the same at the offices of the underwriters.
The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule l 5c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above referenced issue.
Sincerely,
MAXIM GROUP LLC
As Representative of Underwriters,
/s/Peter Serra_________________
By:
Peter Serra
Title:
Managing Director