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Good Times Restaurants (GTIM)

Filed: 3 Feb 22, 4:05pm

 

 

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)

 

February 3, 2022

 
(Exact name of registrant as specified in its charter)
 
Nevada000-1859084-1133368

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 
651 Corporate Circle, Suite 200, Golden, Colorado 80401
(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.):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

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.

 

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 January 31, 2022 (the “Effective Date”), Good Times Restaurants Inc. (the “Company”) and each of its wholly-owned subsidiaries, as guarantors, entered into a Seventh Amendment to Credit Agreement (the “Amendment”) with respect to the Company’s Credit Agreement with Cadence Bank, N.A., as lender (“Cadence”) entered into on September 8, 2016, as amended on September 11, 2017 by the First Amendment to Credit Agreement (the “First Amendment”), as further amended on October 31, 2018 by the Second Amendment to Credit Agreement (the “Second Amendment”), as further amended on February 21, 2019 by the Third Amendment to Credit Agreement (the “Third Amendment”), as further amended on December 9, 2019 by the Fourth Amendment to Credit Amendment (the “Fourth Amendment”), and as further amended on January 8, 2021 by the Fifth Amendment to Credit Amendment (the “Fifth Amendment”), as further amended on August 12, 2021 by the Sixth Amendment to Credit Amendment (the “Sixth Amendment” and, together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, the “Credit Agreement”).

 

The Amendment, among other things, amends the Credit Agreement to modify the “Restricted Payments” covenant in the Credit Agreement to exempt Company repurchases of common stock made in connection with the Company’s share repurchase program as described in Item 8.01 of this Form 8-K.

 

The forgoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed in Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

 

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 Amendment is incorporated by reference herein.

 

Item 8.01Other Events

 

On February 3, 2022, the Company issued a press release announcing a stock repurchase program of up to an aggregate amount of $5,000,000 of the Company’s common stock beginning February 7, 2022. A copy of the Company's press release announcing these matters is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01.Financial Statements and Exhibits.

 

 

(d)       Exhibits.

 

Number Description
   
10.1* Seventh Amendment to Credit Agreement, dated January 31, 2022, 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 and incorporated herein by reference)

 

  
 

 

10.3 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 and incorporated herein by reference)
   
10.4 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 and incorporated herein by reference)
   
10.5 Cadence Bank Third Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 10-Q filed May 10, 2019 and incorporated herein by reference)
   
10.6 Cadence Bank Fourth Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 13, 2019 and incorporated herein by reference)
   
10.7 Cadence Bank Fifth Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 14, 2021 and incorporated herein by reference)
   
10.8 Cadence Bank Sixth Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed August 12, 2021 and incorporated herein by reference)
   
99.1* Press Release dated February 3, 2022
   
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

*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:  February 3, 2022By: 
  Ryan M. Zink
  President and Chief Executive Officer

 

  
 

 

EXHIBIT INDEX

 

Number Description
   
10.1* Seventh Amendment to Credit Agreement and Waiver, January 31, 2022 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 and incorporated herein by reference)
   
10.3 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 and incorporated herein by reference)
   
10.4 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   and incorporated herein by reference)
   
10.5 Cadence Bank Third Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 10-Q filed May 10, 2019 and incorporated herein by reference)
   
10.6 Cadence Bank Fourth Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 13, 2019 and incorporated herein by reference)
   
10.7 Cadence Bank Fifth Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 14, 2021 and incorporated herein by reference)
   
10.8 Cadence Bank Sixth Amendment to Credit Agreement (previously filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed August 12, 2021 and incorporated herein by reference)
   
99.1* Press Release dated February 3, 2022
   
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).