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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)

January 10, 2018

(Exact name of registrant as specified in its charter)

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.):

 

☐	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))

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2018, Good Times Restaurants Inc. (the “Company”) received a letter of resignation (the “Letters”) from each of Charles Jobson and Robert J. Stetson relating to their resignation from the board of directors of the Company (the “Board”) effective immediately.  Mr. Stetson was the Chairman of the audit committee of the Board (the “Audit Committee”).  Copies of the Letters are attached as Exhibit 17.1 and 17.2 to this Current Report on Form 8-K and incorporated herein by reference.

It is the view of the Board that the resignation letters of Messrs. Robert J. Stetson and Charles Jobson contain allegations that are incorrect. There were disagreements between Messrs. Stetson and Mr. Jobson with a majority of the members of the Board and with senior management of the Company as to the strategic business plans and alternatives of the Company. The views of Messrs. Stetson and Mr. Jobson were not, as alleged, “resisted and scoffed at” but to the contrary the Board and management proposed that the strategic business plan views of Messrs. Stetson and Jobson be subject to a confidential in-depth study and consideration. Rather than agree to participate in that process Messrs. Stetson and Jobson promptly commenced an effort to change the composition of the Board and in that connection commenced discussions with other shareholders. The Board became concerned that such discussions involved the disclosure of confidential information with regard to the Company’s plans and alternatives and as a result a majority of the Board resolved to require that each Director execute a customary confidentiality agreement. Messrs. Stetson and Jobson voted against the requirement of confidentiality agreements, without any specific objections to the terms of the agreement contained in the resolution, and shortly thereafter they submitted their resignations as Directors.

Following Mr. Stetson’s resignation, the Board has appointed Alan Teran as the Chairman of the Audit Committee.  The Board has determined that Mr. Teran is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

In accordance with the requirements of Item 5.02(a) of Form 8-K, the Company has provided Messrs. Jobson and Stetson a copy of the disclosures it is making in this Current Report on Form 8-K no later than the day of its filing with the Securities and Exchange Commission.

Additional Information and Where to Find It

 

The Company and certain of its directors and executive officers are deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the 2018 Annual Meeting of Shareholders. The Company plans to file a proxy statement and accompanying form of BLUE proxy card with the U.S. Securities and Exchange Commission (“SEC”) in connection with the solicitation of proxies for the 2018 Annual Meeting of Shareholders (the “Proxy Statement”).

 

The following directors and executive officers of the Company are participants in the Company’s solicitation:  Boyd E. Hoback, Director, President and Chief Executive Officer; Eric W. Reinhard, Director; Geoffrey R. Bailey, Director; Alan A. Teran, Director; Gary J. Heller, Director; and Ryan M. Zink, Chief Financial Officer.  None of such participants owns in excess of 1% of the Company's common stock.

 

 

SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING BLUE PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement and other materials to be filed with the SEC in connection with the 2018 Annual Meeting of Shareholders. Such information can also be found in the Company’s proxy statement for its 2017 Annual Meeting of Shareholders, filed with the SEC on December 27, 2016. To the extent holdings of the Company’s securities have changed since the amounts shown in the definitive proxy statement for the 2017 Annual Meeting of Shareholders, such changes have been or will be reflected in filings with the SEC, including Initial Statements of Beneficial Ownership on Form 3 and Statements of Changes in Ownership on Form 4.

 

 Shareholders will be able to obtain, free of charge, copies of the Proxy Statement (including any amendments or supplements thereto), the BLUE proxy card and any other documents to be filed by the Company with the SEC in connection with the 2018 Annual Meeting of Shareholders at the SEC’s website (www.sec.gov), at the Company’s website (www.goodtimesburgers.com) or by writing to the Company’s Corporate Secretary at Good Times Restaurants Inc., 141 Union Boulevard, #400, Lakewood, Colorado 80228, or by telephone at (303) 384-1400.

 

 

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

 

 

 

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:  January 16, 2018	By:
		Boyd E. Hoback
		President and Chief Executive Officer

 

 

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January 10, 2018

Good Times Restaurants Inc.

141 Union Boulevard, #400

Lakewood, Colorado 80228

Attention: Board of Directors

Gentlemen:

With the share price of Good Times Restaurants Inc. (the “Company” or “Good Times”) languishing even in a robust stock market environment, it is quite clear that change at Good Times is needed. Together with Delta Partners and Charlie Jobson, REIT Redux LP and I have recommended the Board undertake efforts to enhance productivity at all levels of the Company. We have also raised strategic ideas for consideration by the Board, as outlined in our most recent amendment to Schedule 13D.

Rather than these ideas being embraced, our ideas have been resisted and scoffed at. They have even been criticized because, as Boyd Hoback said in a recent email, our proposals caused management to “question[ ] if their jobs are safe.” At the same time, the Board has taken a series of actions that appear to serve no purpose other than to entrench the current Board and the Company’s senior management. I strongly believe that these actions—which are transparent attempts to weaken or stymy the ability of Charlie, me and our affiliates to make necessary changes at the Company—are affirmatively detrimental to the interests of Good Times’ stockholders generally. I’m not sure you gentlemen quite recognize the totality of what you have done over the last two months. In particular:

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The Board has elected to delay the 2018 Annual Meeting of Stockholders rather than allow the stockholders to vote on a new slate of directors;

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The Board has approved amendments to the Company’s bylaws to significantly extend the time when special meetings are scheduled to occur;

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The Company has restricted trading in the Company’s common stock during pre-approved trading windows on a tenuous theory that our preliminary ideas constitute material non-public information, thereby preventing directors and others from acquiring stock and sending a supportive message to the marketplace.

•

The Company and its counsel defended an undisclosed entitlement of a current director to a contractual board seat, even though this right was plainly not supported by any agreement binding on the Company and presented to me nor disclosed in the Company’s securities filings;

 

 

•

The Company, without previewing it with me or the Board, adopted unusual risk factors in its most recent Form 10-K alleging that the ability of stockholders, including me, to advocate for change at Good Times was an actual risk to the Company;

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The Board adopted a new policy that directors sign confidentiality agreements, and the proposed form of agreement does not contain any carve-out to allow a director to act in accordance with his or her fiduciary duties or obligations under federal securities law; and

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Proposed minutes of meetings of the Board have not accurately reflected my statements at such meetings and have included statements of Company counsel that do not accurately reflect Nevada or federal law.

Curiously I get accused by the Company of acting for the benefit of REIT Redux and not the stockholders in correspondence with the Company or at meetings of the Board, when in fact the legitimate rights of stockholders are being trampled on simply to entrench the current Board and prevent necessary change for the benefit of stockholders. The most recent action—requiring confidentiality agreements of directors—is highly unusual and represents a policy that was not, to my knowledge, in place during any prior period where the Board considered meaningful strategic opportunities for the Company. In light of this divergence from the Company’s historic practice, the new practice appears to be a deliberate effort to stifle dissent and to impose an effective gag order on stockholder communications by threatening me with contractual liability.

While I had hoped to be able to use my seat on the Board to continue to advocate for policies that enhance stockholder value and held out the possibility that some constructive path forward for the Company was possible, it is now clear that I would have a freer hand to effect change from outside the Board. Accordingly, I hereby tender my resignation from the Board. I do so under protest with a complaint being lodged that the Board is abusing its authority in various areas in an effort to entrench the Board and the Company’s senior management against the legitimate complaints of two of the Company’s largest stockholders. Do not take my resignation as a signal that my efforts to achieve change at Good Times will cease or slow down. To the contrary, I anticipate redoubling my efforts to achieve the change necessary to unlock stockholder value at Good Times.

Very truly yours,

 

/s/ Robert J. Stetson

 

Robert J. Stetson

 

 

 

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