Current Report Filing (8-k)
November 02 2018 - 9:21AM
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)
November 2, 2018
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(Exact name of registrant as specified in its charter)
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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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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.):
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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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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 ☐
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. ☐
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Item 1.01.
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Entry Into a Material Definitive Agreement.
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On October 31, 2018, Good Times Restaurants
Inc. (the “
Company
”) and each of its wholly-owned subsidiaries, as guarantors (the “
Subsidiary Guarantors
”),
entered into a Second Amendment to Credit Agreement (the “
Second Amendment
”) with Cadence Bank, N.A., as lender
(“
Cadence
”) which amends the Credit Agreement (“
Senior Credit Facility
”) entered into by
the Company with Cadence on September 8, 2016 and as previously amended on September 11, 2017 by the First Amendment to Credit
Agreement (the “
First Amendment
”). The Second Amendment provides for the expansion of the senior revolving loan
under the Senior Credit Facility, as amended, from $12.0 million to $17.0 million (the “
Revolver
”).
Proceeds from the Senior Credit Facility
will be used (i) to fund new restaurant development, (ii) for general corporate purposes, and (iii) to pay transactions
costs associated with the Senior Credit Facility.
Under the Second Amendment, the Revolver
will be available until December 31, 2021. The loans may from time to time consist of a mixture of Eurodollar Rate Loans and Base
Rate Loans with differing interest rates based upon varying additions to the Federal Funds Rate, the Cadence prime rate or LIBOR.
The Senior Credit Facility also carries an upfront fee of 0.50% and a commitment fee of 0.25% per annum on the unused portion of
the Senior Credit Facility. No principal payments are required to be made until maturity of the Senior Credit Facility.
The Senior Credit Facility includes customary
affirmative and negative covenants and events of default and also requires the Company to maintain various financial condition
ratios.
In connection with the Senior Credit Facility,
the Company and its wholly owned Subsidiaries, and Cadence entered into a Security and Pledge Agreement (the “
Security
Agreement
”). Under the Security Agreement, the Senior Credit Facility is secured by a first priority security interest
in substantially all the assets of the Company and those Subsidiaries.
The above descriptions of the Second Amendment,
the Senior Credit Facility, and the Security Agreement are qualified in their entirety by the Second Amendment, a copy of which
is attached hereto as Exhibit 10.1; the Senior Credit Facility and the Security Agreement, copies of which were previously filed
as Exhibits 10.1 and 10.2, respectively, to the registrant’s Current Report on Form 8-K filed September 13, 2016; and the
First Amendment, a copy of which was previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed
September 12, 2017, and are incorporated herein by reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information contained in Item 1.01 regarding the Senior
Credit Facility Amendment Agreement is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
*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.
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GOOD TIMES RESTAURANTS INC.
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Date: November
2, 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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