Current Report Filing (8-k)
December 13 2019 - 08:01AM
Edgar (US Regulatory)
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) |
December
9, 2019 |
|
 |
(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.)
|
141
Union Boulevard, #400, Lakewood, CO 80228 |
(Address
of principal executive offices including 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.):
|
o |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
o |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
o
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common
Stock, $0.001 par value |
|
GTIM |
|
Nasdaq
Stock Exchange |
|
Item 1.01. |
Entry Into a Material Definitive Agreement. |
On December 9, 2019, Good Times Restaurants Inc. (the
“Company”) and each of its wholly-owned subsidiaries, as
guarantors, entered into a Fourth Amendment to Credit Agreement
(the “Fourth Amendment”) with Cadence Bank, N.A., as lender
(“Cadence”) which amends the Credit Agreement (“Original
Credit Agreement”) entered into by the Company with Cadence on
September 8, 2016, as amended on September 11, 2017 by the First
Amendment to Credit Agreement (the “First Amendment”), as
further amended on November 2, 2018 by the Second Amendment to
Credit Agreement (the “Second Amendment”) and as further
amended on February 21, 2019 by the Third Amendment to Credit
Agreement (the “Third Amendment,”) and, together with
the Original Credit Agreement, the First Amendment, Second
Amendment, Third Amendment and the Fourth Amendment (the “Credit
Agreement”).
Effective September 24, 2019, the Fourth Amendment, among other
things, modifies the Credit Agreement as follows: (a) amends the
definition of “Consolidated EBITDA” for purposes of certain
financial covenants contained in the Credit Agreement; (b) provides
for repayment of certain loans outstanding under the Credit
Agreement in consecutive quarterly installments equal to $250,000
on the last business day of each of March, June, September and
December, commencing on March 31, 2020; and (c) permits the
Company, under certain circumstances, to make Restricted Payments
(as defined in the Credit Agreement) in the form of repurchases or
redemptions of certain equity interests of the Company from former
directors and officers of the Company in an aggregate amount not to
exceed $100,000.
The above description of the Fourth Amendment is qualified in its
entirety by the Fourth Amendment, a copy of which is attached
hereto as Exhibit 10.1.
|
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 regarding the Fourth
Amendment is incorporated by reference herein.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Number |
|
Description |
|
|
|
10.1* |
|
Fourth Amendment to Credit Agreement, dated December 9, 2019, by
and among Good Times Restaurants Inc., each of its wholly-owned
subsidiaries and Cadence Bank, N.A. |
|
|
|
10.2 |
|
Cadence
Bank Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed September 13, 2016 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.3 |
|
Cadence
Bank Security and Pledge Agreement (previously
filed as Exhibit 10.2 to the registrant’s Current Report on Form
8-K filed September 13, 2016 (File No.
000-18590) and incorporated herein by reference) |
|
|
|
10.4 |
|
Cadence
Bank First Amendment to Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed September 12, 2017 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.5 |
|
Cadence
Bank Second Amendment to Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed November 2, 2018 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.6 |
|
Cadence
Bank Third Amendment to Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
10Q filed May 10, 2019 (File No. 000-18590) and incorporated herein
by reference) |
*Filed herewith
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: December
13, 2019 |
By: |
 |
|
|
Ryan
M. Zink |
|
|
Acting
Chief Executive Officer,
Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Number |
|
Description |
|
|
|
10.1* |
|
Fourth Amendment to Credit Agreement, dated December 9, 2019, by
and among Good Times Restaurants Inc., each of its wholly-owned
subsidiaries and Cadence Bank, N.A. |
|
|
|
10.2 |
|
Cadence
Bank Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed September 13, 2016 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.3 |
|
Cadence
Bank Security and Pledge Agreement (previously
filed as Exhibit 10.2 to the registrant’s Current Report on Form
8-K filed September 13, 2016 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.4 |
|
Cadence
Bank First Amendment to Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed September 12, 2017 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.5 |
|
Cadence
Bank Second Amendment to Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed November 2, 2018 (File No. 000-18590) and incorporated
herein by reference) |
|
|
|
10.6 |
|
Cadence
Bank Third Amendment to Credit Agreement (previously
filed as Exhibit 10.1 to the registrant’s Current Report on Form
10Q filed May 10, 2019 (File No. 000-18590) and incorporated herein
by reference) |
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