SC TO-I 1 gt812212sctoi.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Good Times Restaurants Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

382140879

(CUSIP Number of Class of Securities)

 

Ryan M. Zink

President and Chief Executive Officer

651 Corporate Circle, Suite 200, Golden, CO 80401

(303) 384-1400

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

 

With copies to:

B. Joseph Alley, Jr.

Brian A. Teras

Arnall Golden Gregory LLP

171 17th Street, Suite 2100

Atlanta, Georgia 30363

(404) 873-8500

Calculation of Filing Fee

 
Transaction Value(1)   Amount of filing fee(2)
$6,500,000.00   $709.15

 

(1)The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to 1,413,000 of the issuer’s common shares, $0.001 par value, at a price of $4.60 per share.
(2)Calculated at $109.10 per $1,000,000 of the Transaction Valuation, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended.

 

   
 

 

oCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: N/A   Filing Party: N/A
Form or Registration No.: N/A   Date Filed: N/A

 

oCheck the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

o third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

   
 

 

This Tender Offer Statement on Schedule TO relates to the offer by Good Times Restaurants Inc., a Nevada corporation (“Good Times” or the “Company”), to purchase for cash up to 1,413,000 of its common shares, $0.001 par value, at a fixed price of $4.60 per share upon the terms and subject to the conditions described in the Offer to Purchase, dated August 13, 2021 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which is filed herewith as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.

 

Item 1. Summary Term Sheet.

 

The information under the heading “Summary Term Sheet,” included in the Offer to Purchase, is incorporated herein by reference.

 

Item 2. Subject Company Information.

 

(a) The name of the issuer is Good Times Restaurants Inc. The issuer’s registered agent is Registered Agent Solutions, Inc., 4625 West Nevso Drive, Suite 2, Las Vegas, Nevada 89103. The address and telephone number of the issuer’s principal executive offices are 651 Corporate Circle, Suite 200, Golden, CO 80401, (303) 384-1400. The Company’s website address is www.goodtimesburgers.com.

(b) The subject securities are shares of common stock, $0.001 par value of Good Times Restaurants Inc. As of August 9, 2021, there were 12,829,267 shares issued and outstanding. The information set forth in the section of the Offer to Purchase titled “Introduction” is incorporated herein by reference.

(c) Information about the trading market and price of the shares set forth in the Offer to Purchase under the heading “Section 8 — Price Range of Shares; Dividends” is incorporated herein by reference.

 

Item 3. Identity and Background of Filing Person.

 

(a) The filing person to which this Schedule TO relates is Good Times. The address and telephone number of Good Times are set forth under Item 2(a) above. The names of the directors and executive officers of Good Times are as set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of Good Times named therein is c/o Good Times Restaurants, Inc., 651 Corporate Circle, Suite 200, Golden, CO 80401, (303) 384-1400.

 

Item 4. Terms of the Transaction.

 

(a) The material terms of the transaction are set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Section 1 — Number of Shares; Purchase Price; Proration,” “Section 2 — Purpose of the Offer; Certain Effects of the Offer,” “Section 3 — Procedures for Tendering Shares,” “Section 4 — Withdrawal Rights,” “Section 5 — Purchase of Shares and Payment of Purchase Price,” “Section 6 — Conditional Tender of Shares,” “Section 7 — Conditions of the Offer,” “Section 9 — Source and Amount of Funds,” “Section 10 — Certain Information Concerning the Company,” “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” “Section 14 — Material U.S. Federal Income Tax Consequences” and “Section 15 — Extension of the Offer; Termination; Amendment” and are incorporated herein by reference.

(b) Information regarding purchases from officers, directors and affiliates of the Company is set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” and is incorporated herein by reference.

 

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Item 5. Past Contracts, Transactions, Negotiations and Agreements.

 

(e) The information set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference. The documents incorporated herein by reference as Exhibit (d)(1) through Exhibit (d)(7) also contain information regarding agreements relating to securities of the Company.

 

Item 6. Purposes of the Transaction and Plans or Proposals.

 

(a) Information regarding the purpose of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 2 — Purpose of the Offer; Certain Effects of the Offer” is incorporated herein by reference.

(b) Information regarding the treatment of shares acquired pursuant to the Tender Offer set forth in the Offer to Purchase under the heading “Section 2 — Purpose of the Offer; Certain Effects of the Offer” is incorporated herein by reference.

(c) Information about any plans or proposals set forth in the Offer to Purchase under the headings “Section 2 — Purpose of the Offer; Certain Effects of the Offer” and “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.

 

Item 7. Source and Amount of Funds or Other Consideration.

 

(a) Information regarding the source of funds set forth in the Offer to Purchase under the heading “Section 9 — Source and Amount of Funds” is incorporated herein by reference.

(b) Not applicable. “Section 9 — Source and Amount of Funds” is incorporated herein by reference.

(d) Not applicable. No funds will be borrowed. “Section 9 — Source and Amount of Funds” is incorporated herein by reference.

 

Item 8. Interest in Securities of the Subject Company.

 

(a) The information set forth under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference.

(b) The information set forth under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference.

 

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

 

(a) none.

 

Item 10. Financial Statements.

 

(a) – (b) Not applicable.

 

Item 11. Additional Information.

 

(a)(1) The information set forth under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares” in the Offer to Purchase is incorporated herein by reference. The Company will amend this Schedule TO to reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2).

(a)(2) The information set forth under the heading “Section 13 — Legal Matters; Regulatory Approvals” in the Offer to Purchase is incorporated herein by reference.  

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5) None.

(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference.

 

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The Company will amend this Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the Tender Offer to the extent required by Rule 13e-4(d)(2) of the Exchange Act.

 

Item 12. Exhibits.

 
Exhibit Number   Description
(a)(1)(A)   Offer to Purchase, dated August 13, 2021
(a)(1)(B)   Letter of Transmittal
(a)(1)(C)   Notice of Guaranteed Delivery
(a)(1)(D)   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 13, 2021
(a)(1)(E)   Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 13, 2021
(a)(2)   None
(a)(3)   Not applicable
(a)(4)   Not applicable
(a)(5)(A)   Press release announcing the Tender Offer, dated August 10, 2021*
(a)(5)(B)   Excerpt from script for the Company’s earnings conference call on August 10, 2021*
(a)(5)(C)   Excerpt from the Company’s Form 10-Q for the quarter ended June 29, 2021*
(a)(5)(D)   Press release announcing commencement of the Tender Offer, dated August 13, 2021
(b)   None.
(d)(1)   Good Times Restaurants Inc. 2008 Omnibus Equity Incentive Compensation Plan (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 30, 2008 (File No. 000-18590) and incorporated herein by reference)
(d)(2)   Amendment to the Good Times Restaurants Inc. 2008 Omnibus Equity Incentive Compensation Plan dated September 14, 2012 (previously filed as Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed April 26, 2013 (File No. 333-188183) and incorporated herein by reference)
(d)(3)   Amendment to the Good Times Restaurants Inc. 2008 Omnibus Equity Incentive Compensation Plan (previously filed as Annex B to the registrant’s Proxy Statement on Schedule 14A filed April 25, 2018 (File No. 000-18590) and incorporated herein by reference)
(d)(4)   Good Times Restaurants Inc. 2018 Omnibus Equity Incentive Compensation Plan (previously filed as Annex A to the registrant’s Proxy Statement on Schedule 14A filed April 25, 2018 (File No. 000-18590) and incorporated herein by reference)
(d)(5)   Amendment to the Good Times Restaurants Inc. 2018 Omnibus Equity Incentive Plan (previously filed as Annex A to the registrant’s Definitive Proxy Statement on Schedule 14A filed December 18, 2020  (File No. 000-18590)  and incorporated herein by reference)
(d)(6)   Employment Agreement, effective September 27, 2016, by and between Good Times Restaurants Inc. and Scott G. LeFever (previously filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed September 30, 2016 (File No. 000-18590) and incorporated herein by reference)
(d)(7)   Second Amended and Restated Employment Agreement, amended and restated as of December 24, 2020, by and between Good Times Restaurants Inc., and Ryan M. Zink, (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 28, 2020 (File No. 000-18590) and incorporated herein by reference
(g)   None
(h)   None
* Previously filed.
       

Item 13. Information Required by Schedule 13E-3.

 

Not applicable.

 

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SIGNATURE

 

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

  GOOD TIMES RESTAURANTS INC.  
       
Date: August 13, 2021 By:    
    Ryan M. Zink  
    President and Chief Executive Officer  

 

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INDEX TO EXHIBITS

 

 
Exhibit Number   Description
(a)(1)(A)   Offer to Purchase, dated August 13, 2021
(a)(1)(B)   Letter of Transmittal
(a)(1)(C)   Notice of Guaranteed Delivery
(a)(1)(D)   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 13, 2021
(a)(1)(E)   Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 13, 2021
(a)(2)   None
(a)(3)   Not applicable
(a)(4)   Not applicable
(a)(5)(A)   Press release announcing the Tender Offer, dated August 10, 2021*
(a)(5)(B)   Excerpt from script for the Company’s earnings conference call on August 10, 2021*
(a)(5)(C)   Excerpt from the Company’s Form 10-Q for the quarter ended June 29, 2021*
(a)(5)(D)   Press release announcing commencement of the Tender Offer, dated August 13, 2021
(b)   None.
(d)(1)   Good Times Restaurants Inc. 2008 Omnibus Equity Incentive Compensation Plan (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 30, 2008 (File No. 000-18590) and incorporated herein by reference)
(d)(2)   Amendment to the Good Times Restaurants Inc. 2008 Omnibus Equity Incentive Compensation Plan dated September 14, 2012 (previously filed as Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed April 26, 2013 (File No. 333-188183) and incorporated herein by reference)
(d)(3)   Amendment to the Good Times Restaurants Inc. 2008 Omnibus Equity Incentive Compensation Plan (previously filed as Annex B to the registrant’s Proxy Statement on Schedule 14A filed April 25, 2018 (File No. 000-18590) and incorporated herein by reference)
(d)(4)   Good Times Restaurants Inc. 2018 Omnibus Equity Incentive Compensation Plan (previously filed as Annex A to the registrant’s Proxy Statement on Schedule 14A filed April 25, 2018 (File No. 000-18590) and incorporated herein by reference)
(d)(5)   Amendment to the Good Times Restaurants Inc. 2018 Omnibus Equity Incentive Plan (previously filed as Annex A to the registrant’s Definitive Proxy Statement on Schedule 14A filed December 18, 2020  (File No. 000-18590)  and incorporated herein by reference)
(d)(6)   Employment Agreement, effective September 27, 2016, by and between Good Times Restaurants Inc. and Scott G. LeFever (previously filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed September 30, 2016 (File No. 000-18590) and incorporated herein by reference)
(d)(7)   Second Amended and Restated Employment Agreement, amended and restated as of December 24, 2020, by and between Good Times Restaurants Inc., and Ryan M. Zink, (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 28, 2020 (File No. 000-18590) and incorporated herein by reference
(g)   None
(h)   None
* Previously filed.
       

 

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