Nevada
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000-18590
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84-1133368
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 8.01
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Other Events
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Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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17.1
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17.2
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GOOD TIMES RESTAURANTS INC.
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Date: January 16, 2018
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By:
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Boyd E. Hoback
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President and Chief Executive Officer
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The Board has elected to delay the 2018 Annual Meeting of Stockholders rather than allow the stockholders to vote on a new slate of directors;
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The Board has approved amendments to the Company’s bylaws to significantly extend the time when special meetings are scheduled to occur;
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The Company has restricted trading in the Company’s common stock during pre-approved trading windows on a tenuous theory that our preliminary ideas constitute material non-public information, thereby preventing directors and others from acquiring stock and sending a supportive message to the marketplace.
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The Company and its counsel defended an undisclosed entitlement of a current director to a contractual board seat, even though this right was plainly not supported by any agreement binding on the Company and presented to me nor disclosed in the Company’s securities filings;
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The Company, without previewing it with me or the Board, adopted unusual risk factors in its most recent Form 10-K alleging that the ability of stockholders, including me, to advocate for change at Good Times was an actual risk to the Company;
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The Board adopted a new policy that directors sign confidentiality agreements, and the proposed form of agreement does not contain any carve-out to allow a director to act in accordance with his or her fiduciary duties or obligations under federal securities law; and
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Proposed minutes of meetings of the Board have not accurately reflected my statements at such meetings and have included statements of Company counsel that do not accurately reflect Nevada or federal law.
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The Board has elected to delay the 2018 Annual Meeting of Stockholders rather than allow the stockholders to vote on a new slate of directors;
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• |
The Board has approved amendments to the Company’s bylaws to significantly extend the time when special meetings are scheduled to occur;
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• |
The Company has restricted trading in the Company’s common stock during pre-approved trading windows on a tenuous theory that our preliminary ideas constitute material non-public information, thereby preventing directors and others from acquiring stock and sending a supportive message to the marketplace.
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• |
The Company and its counsel defended an undisclosed entitlement of a current director to a contractual board seat, even though this right was plainly not supported by any agreement binding on the Company and presented to me nor disclosed in the Company’s securities filings;
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• |
The Company, without previewing it with me or the Board, adopted unusual risk factors in its most recent Form 10-K alleging that the ability of stockholders, including me, to advocate for change at Good Times was an actual risk to the Company;
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The Board adopted a new policy that directors sign confidentiality agreements, and the proposed form of agreement does not contain any carve-out to allow a director to act in accordance with his or her fiduciary duties or obligations under federal securities law; and
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Proposed minutes of meetings of the Board have not accurately reflected my statements at such meetings and have included statements of Company counsel that do not accurately reflect Nevada or federal law.
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