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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 1.01 |
Entry into a Material Definitive Agreement.
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The Company’s Board of Directors (the “Board”) will amend the Company’s ByLaws to reduce the number of Directors to five to be effective upon the completion of the Shareholders Meeting (as defined below).
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The Company’s annual shareholders meeting will be held May 24, 2018 (the “Shareholders Meeting”). The Company’s proxy statement will propose the following persons to be elected as Directors: Geoffrey R. Bailey, Boyd E. Hoback, Robert J. Stetson, Charles Jobson and Jason Maceda. Mr. Maceda is the Senior Vice President of Baskin-Robbins U.S. and Canada. Gary J. Heller, Eric W. Reinhard and Alan A. Teran will not be nominated for re-election as Directors.
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Following the Shareholders Meeting, the Board committees shall consist of the following:
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Geoffrey Bailey will continue to act as the Chairman of the Board until the earlier of (i) the annual shareholders meeting for the 2019 fiscal year, or (ii) his resignation as such or his removal by a vote of not less than two-thirds of the members of the Board of Directors.
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Stetson and Jobson will amend their Schedule 13D/A filing to provide that they are no longer intending to vote for and to solicit proxies to vote for a change in the composition of the Board.
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The Company will issue the press release attached hereto as Exhibit 99.1.
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Mutual releases among the parties.
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The departing Directors of the Board will receive the following benefits in recognition of their long services for the Company:
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Prorated compensation based upon their annual rate of compensation for the fiscal 2018 year to the date of the Shareholders Meeting;
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Restricted stock grants with a trading market value of $20,000, based on the average closing price of the Company’s stock over the thirty trading days prior to the date of the Agreement per person assuming the Company has achieved its full bonus target for the 2017 fiscal year; and Extension of the period to exercise their non-qualified stock options extending three years following the Shareholders Meeting.
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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 |
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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10.1
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99.1
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GOOD TIMES RESTAURANTS INC.
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Date: March 12, 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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1. |
Amendments. The Board of Directors of Good Times shall amend the ByLaws of Good Times to reduce the number of Directors to five to be effective upon the completion of the fiscal 2017 annual shareholders meeting of Good Times. No other change shall be made to the ByLaws prior to such shareholders meeting nor shall any change to the Articles of Incorporation be recommended for approval at such shareholders meeting without the consent of Stetson and Jobson. From the date of execution of this Agreement through May 24, 2018, Good Times agrees that no individuals (including any individual listed in the second sentence) shall be added to the Board of Directors to fill any vacancy currently existing on the Board of Directors.
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2. |
Shareholders Meeting. The fiscal 2017 annual shareholders meeting of Good Times shall be held May 24, 2018. The proxy statement of Good Times for the annual shareholders meeting shall propose the following persons to be elected as Directors: Geoffrey Bailey, Boyd Hoback, Robert Stetson, Charles Jobson and Jason Maceda. By their execution of this Agreement Stetson and Jobson agree to vote at the annual shareholders meeting in favor of (i) the foregoing persons as Directors and the proxy statement of Good Times for the annual shareholders meeting shall state such agreement, and (ii) and the Company’s Value-for-Value Option Exchange program unanimously approved by the Board of Directors on December 8, 2017, and the expansion of the Company’s Omnibus Plan unanimously approved by the Board of Directors of the Company on January 3, 2018.
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3. |
Committees. The committees of Good Times Board of Directors and the members thereof following the 2017 annual shareholders meeting shall consist of the following:
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4. |
Amendment of Schedule 13D/A and Issuance of Press Release. Promptly after the execution of this Agreement:
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(i) |
Stetson and Jobson shall amend their Schedule 13D/A filing to provide that they are no longer intending to vote for and to solicit proxies to vote for a change in the composition of the Board of Directors of Good Times from that described in section 2 above, and in other respects Item 4 of the amendment shall substantially be in the form attached hereto as Exhibit A; and
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(ii) |
Good Times shall issue a press release describing the agreement for the restructured Board of Directors described in section 2 above and its belief that the restructured Board of Directors is in the best interests of the shareholders of Good Times, and in other respects such press release shall substantially be in the form attached hereto as Exhibit B.
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(iii) |
Good Times shall timely file a form 8-K, reporting on the terms of this Agreement and on the actions described in subsections (i) and (ii) above.
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5. |
Mutual Release. Good Times and the present members of the Board of Directors, on the one hand, and Stetson and Jobson, on the other hand, by their execution of this Agreement shall release and discharge the other of all claims and liabilities arising from actions occurring between October 2017 and the date of this Agreement.
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6. |
Departing Directors. The departing Directors of the Board of Directors shall receive the following benefits in recognition of their long services for Good Times:
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(i) |
Prorated compensation based upon their annual rate of compensation for the fiscal 2018 year to the date of annual shareholders meeting;
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(ii) |
Restricted stock grants with a trading market value of $20,000, based on the average closing price of Good Times over the thirty trading days prior to the date of this Agreement per person assuming that Good Times has achieved its full bonus target for the 2017 fiscal year; and
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(iii) |
Extension of the period to exercise their non-qualified stock options extending three years following the fiscal 2017 shareholders meeting.
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7. |
Counterparts. This Agreement may be executed in counterparts electronically or by facsimile.
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GOOD TIMES RESTAURANTS INC.
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/s/ Geoffrey Bailey
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By: |
/s/ Boyd E. Hoback
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Geoffrey Bailey
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Name: |
Boyd E. Hoback
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Title: |
President and CEO
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/s/ Boyd Hoback
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Boyd Hoback
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/s/ Alan Teran
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Alan Teran
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/s/ Eric Reinhard
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Eric Reinhard
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/s/ Gary Heller
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Gary Heller
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/s/ Robert J. Stetson
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Robert J. Stetson
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/s/ Charles Jobson
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Charles Jobson
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NEWS RELEASE
For Immediate Release
March 12, 2018
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Nasdaq Capital Markets - GTIM
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NEWS RELEASE
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For Immediate Release
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March 13, 2018
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Nasdaq Capital Markets - GTIM
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