0000825324-13-000034.txt : 20131001 0000825324-13-000034.hdr.sgml : 20131001 20131001163433 ACCESSION NUMBER: 0000825324-13-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131001 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20131001 DATE AS OF CHANGE: 20131001 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: 131127346 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 form8kheathcote.htm Converted by EDGARwiz



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)

October 1, 2013 (September 27, 2013)

 

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))




ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


On September 27, 2013, Good Times Restaurants Inc. (the “Company”) amended its financial advisory services agreement (the “Agreement”) with Heathcote Capital LLC (“Heathcote”) dated April 11, 2012, as amended November 5, 2012 and March 25, 2013 and which was previously filed on Form 8-K dated April 11, 2012.  This amendment engages Heathcote to serve as interim Chief Financial Officer.  The services to be provided by Heathcote may involve capital markets consulting and investor relations activities focused on the exercise of the outstanding B Warrants and trading volume in the Company’s stock as well as other corporate finance projects to be determined in consultation with the CEO of the Company.


Gary J. Heller, a member of the Company’s Board of Directors, is the principal of Heathcote.  Accordingly, the Agreement constitutes a related party transaction and was reviewed and approved by the Audit Committee of the Company’s Board of Directors.  Mr. Heller will continue to serve on the Company’s Board of Directors.


Mr. Heller has extensive experience as an investment banker, including having served as a Managing Director of FTI Capital Advisors, LLC (2002-2006) and a Director of Andersen Corporate Finance LLC (1999-2002).  Mr. Heller holds a BA in Economics from the University of Pennsylvania and an MBA in Finance from New York University.


The foregoing summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.


(d)

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


Exhibit Number

Description

 

 

10.1

Amended Financial Advisory Services Agreement between the Company and Heathcote Capital, LLC.




2




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: October 1, 2013

/s/ Boyd E. Hoback

 

Boyd E. Hoback

 

President and Chief Executive Officer




3



 EX-1 2 gtimheathcoteamendment92713.htm Converted by EDGARwiz

HEATHCOTE CAPITAL LLC

1333A North Avenue, #707

New Rochelle, NY 10804

914-813-8547



September 27, 2013


Mr. Boyd E. Hoback

President & CEO

Good Times Restaurants Inc.

601 Corporate Circle

Golden, CO 80401


RE:

Agreement dated April 6, 2012, as amended November 5, 2012 and March 25, 2013, between Heathcote Capital LLC (“Heathcote”) and Good Times Restaurants Inc. (the “Company) (the “Agreement”),


Dear Mr. Hoback:


The parties to the Agreement hereby agree to further amend the Agreement as follows:

a)

The scope of the engagement will be modified such that Gary Heller will serve as the Company's Interim Chief Financial Officer.  The scope will further consist of capital markets consulting and investor relations activities focused on the exercise of the outstanding B Warrants and trading volume in the Company’s stock as well as other corporate finance projects  (senior debt or other credit facilities, sale leaseback, franchise financing, etc) to be determined in consultation with the CEO of the Company.

b)

The term of the Agreement shall be one (1) year commencing the date of execution of this amendment (the "Term").

c)

The Company shall pay Heathcote retainer payments as follows:

i) $10,000 per month for months 1 through 3; plus

ii) $7,500 per month for months 4 through 9; plus

iii) $5,000 per month for months 10 through 12.

Payments shall commence October 1, 2013 and be made on the first of each month thereafter.

d)

Additional fees:

i) The Company shall pay Heathcote a fee of 1.0% of equity financing obtained by the Company through the exercise of B warrants issued in the Company's August 2013 secondary offering.

ii) The Company shall pay Heathcote a fee of 0.75% on debt financing obtained by the Company, excluding any development capital from US Restaurant Properties or debt to third party franchisees.



Mr. Boyd E. Hoback

September 27, 2013

Page 2 of 2


e)

Expense reimbursement shall continue as outlined in the Agreement, except that Heathcote's air travel costs shall be paid directly by the Company.

f)

By or before the end of the sixth month subsequent to this amendment, the parties will in good faith determine if there will be a change in the scope of the engagement which may trigger an increase in the monthly remuneration for months 6 - 12 (such monthly remuneration shall not be reduced below the amounts in C(ii) and (iii) above), termination of the engagement agreement in lieu of full time employment of Gary Heller by the Company, or confirmation of this amendment to the Agreement through its term.

g)

Heathcote shall not be prohibited from performing consulting engagements with other restaurant companies, provided such engagements do not pose a conflict of interest.

h)

The Agreement may be terminated prior to expiration of the Term only in the event that Heller becomes a full-time direct employee of the company or Heathcote's non-performance of the activities contemplated by this amendment.

i)

The Company shall provide Heathcote at least two (2) months notice prior to expiration of the Term of its intention to extend the Term or offer full-time employment to Gary Heller.

If this letter agreement accurately sets forth the understanding between us, please sign the enclosed copy of this letter agreement below and return it to Heathcote, at which time this letter agreement will become a mutually binding obligation.

Very truly yours,


HEATHCOTE CAPITAL LLC



By: /s/ Gary J. Heller

Name: Gary J. Heller

Title: President




Agreed to as of the above date:


GOOD TIMES RESTAURANTS INC.



By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President & CEO