Securities Registration: Employee Benefit Plan (s-8)
February 24 2021 - 04:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February
24, 2021
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
|
Nevada
(State or other jurisdiction of incorporation or
organization)
|
84-1133368
(I.R.S. Employer Identification Number)
|
|
141 Union Boulevard, Suite 400, Lakewood, CO 80228 (Address of
principal executive offices, including zip code)
|
2018 Omnibus Equity Incentive Plan
(Full title of the plan)
Ryan M. Zink
Chief Executive Officer, Chief Financial Officer and
Treasurer
141 Union Boulevard, Suite 400, Lakewood, CO 80228
(303) 384-1400
(Name, address and telephone number, including area code, of
agent for service)
With copies to:
Brian A. Teras, Esq.
Arnall Golden Gregory LLP
171 17th Street NW, Suite 2100
Atlanta, Georgia 30363
Telephone: (404) 873-8622
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act:
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
|
Title
of securities to be registered |
Amount
to be registered |
Proposed
maximum
offering price per share |
Proposed maximum
aggregate
offering price
|
Amount
of
registration fee |
| Common
Stock, $0.001 par value per share |
150,000
shares(1)(2) |
$3.64(3) |
$546,000 |
$59.57 |
| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”), this registration statement shall also
cover any additional shares of common stock that may become
issuable under the Good Times Restaurants Inc. 2018 Omnibus Equity
Incentive Plan (the “Plan”) by reason of any stock dividend, stock
split, recapitalization or similar adjustments. |
| (2) |
Represents
an additional 150,000 shares of common stock of the registrant
issuable under the Plan. The registrant previously filed a
Registration Statement on Form S-8 (No. 333-225383) with respect to
shares issuable under the Plan. |
| (3) |
Estimated
solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and 457(h) under the Securities Act based upon the
average of the high and low prices of the registrant’s common
stock, as reported on The NASDAQ Capital Market on February 19,
2021. |
EXPLANATORY NOTE
This registration statement is being filed solely for the
registration of 150,000 additional shares of common stock, $0.001
par value per share, of Good Times Restaurants Inc., a Nevada
corporation (the “Registrant”), for issuance pursuant to the Good
Times Restaurants Inc. 2018 Omnibus Equity Incentive Plan (as
amended, the “Plan”). Accordingly, pursuant to General
Instruction E to Form S-8, the contents of the Registrant’s prior
registration statement relating to the Plan (No. 333-225383) are
hereby incorporated by reference in this registration statement,
except as revised in Part II of this registration statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the “Commission”) and are
hereby incorporated by reference in this registration
statement:
|
1. |
The Registrant’s Annual Report on Form 10-K for the year ended
September 29, 2020, filed with the Commission on December 18, 2020,
including the material incorporated by reference to the proxy
statement contained in the Registrant’s Schedule 14A, filed with
the Commission on December 18, 2020. |
|
2. |
The Registrant’s Quarterly Report on Form 10-Q for the
quarterly period ended December 29, 2020, filed with the Commission
on February 5, 2021. |
|
3. |
The Registrant’s Current Reports on Form 8-K, filed with the
Commission on December 28, 2020, January 14, 2021 and February 16,
2021. |
|
4. |
A description of the Registrant’s common stock contained in
Exhibit 4.3 to its Annual Report on Form 10-K, filed with the
Commission on December 18, 2020, including any amendments or
reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than Current
Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of
Form 8-K, including any exhibits included with such information
that are related to such items), subsequent to the filing of this
registration statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of
filing such documents, except as to specific sections of such
documents as set forth therein.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained in any subsequently filed
document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement.
Item 8. Exhibits.
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Lakewood, State of Colorado, on February 24, 2021.
| |
Good
Times Restaurants Inc. |
|
| |
|
|
| |
By: |
/s/
Ryan M. Zink |
|
| |
Name: |
Ryan
M. Zink |
|
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Treasurer
|
|
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Ryan M. Zink, and each of them singly, his or her true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
registration statement, and to file the same, with any and all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
| |
|
|
|
/s/
Ryan M. Zink |
Chief
Executive Officer, Chief Financial Officer and
Treasurer |
February
24, 2021 |
| Ryan
M. Zink |
(Principal
Executive Officer, Principal Financial Officer and Principal
Accounting Officer) |
|
| |
|
|
|
/s/
Geoffrey R. Bailey |
Chairman
of the Board of Directors |
February
24, 2021 |
| Geoffrey
R. Bailey |
|
|
| |
|
|
|
/s/
Charles E. Jobson |
Director |
February
24, 2021 |
| Charles
E. Jobson |
|
|
| |
|
|
|
/s/
Jason S. Maceda |
Director |
February
24, 2021 |
| Jason
S. Maceda |
|
|
| |
|
|
|
/s/
Robert J. Stetson |
Director |
February
24, 2021 |
| Robert
J. Stetson |
|
|
