Current Report Filing (8-k)
09 October 2019 - 8:28AM
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):
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October 8, 2019
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Good Times Restaurants Inc.
(Exact name of registrant as specified in
its charter)
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)
303-384-1400
(Registrant’s telephone number, including
area code)
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:
¨
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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.001 par value per
share
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GTIM
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Nasdaq Stock Exchange
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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 October 8, 2019,
Boyd Hoback’s employment as Chief Executive Officer of Good Times Restaurants Inc. (the “Company”) ended by mutual
agreement between the Company and Mr. Hoback. Mr. Hoback also resigned from the Company’s Board of Directors.
Under the terms of
a Severance and General Release Agreement dated October 8, 2019 (the “Severance Agreement”) between the Company and
Mr. Hoback, Mr. Hoback will receive $629,828.00 in severance payments (the “Severance”), in addition to his accrued
rights (compensation, paid time off and expense reimbursement). The Company is also providing Mr. Hoback, among other things, 90
days’ salary ($61,880.00) and employer’s portion of health insurance premiums, in lieu of advance notice of termination.
In the event of a change in control of the Company on or before October 8, 2020, Mr. Hoback will also be entitled to $652,112.97
of additional compensation. All payments under the Severance Agreement are subject to applicable withholding. Mr. Hoback will remain
eligible for the safe harbor matching contribution under the current terms of the Company’s 401(k) Plan. The financial terms
of the Severance Agreement supersede the severance obligations to Mr. Hoback under Mr. Hoback’s Employment Agreement, dated
September 27, 2016 (the “Employment Agreement”). The Severance Agreement contains a customary mutual release of claims
by each party thereto, an indemnity in favor of Mr. Hoback and certain post-employment covenants applicable to Mr. Hoback in respect
of confidential information and certain other matters.
The foregoing discussion
is qualified by reference to the Severance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
In connection with
the termination of employment of Mr. Hoback and execution of the Severance Agreement, the Company and Mr. Hoback also entered into
a Repurchase Option Agreement (the “Repurchase Option Agreement”). Under the terms of the Repurchase Option Agreement,
Mr. Hoback received 40,697 shares of Common Stock in settlement of Mr. Hoback’s unvested Restricted Stock Units granted under
the Company’s 2008 Omnibus Equity Incentive Compensation Plan or its 2018 Omnibus Equity Incentive Plan and, through a cashless
exercise, 2,413 shares of Common Stock in respect of all stock options to acquire shares of Common Stock at an exercise price of
less than $1.75 per share. The Company granted Mr. Hoback the right to sell to the Company up to 43,110 shares of Common Stock
at a price per share of $1.75 (the “Option”) on or before January 3, 2020, subject to any applicable restrictions under
the Company’s credit facilities. The Option may only be exercised to effect one sale of shares Common Stock to the Company
at one time (i.e., it may not be exercised more than once). The Repurchase Option Agreement is in full satisfaction of any “put”
rights of Mr. Hoback under Section 7(f) of his Employment Agreement. Mr. Hoback and the Company made certain customary representations
and warranties as more fully set forth in the Repurchase Option Agreement.
The foregoing discussion
is qualified by reference to the Repurchase Option Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated
herein by reference.
On October 8, 2019,
the Company also appointed Ryan M. Zink, 41, as the Company’s acting Chief Executive Officer effective immediately to replace
Mr. Hoback. Mr. Zink is expected to serve as the Company’s acting Chief Executive Officer until the Company has made a permanent
CEO appointment. Mr. Zink has served as the Company’s Chief Financial Officer since August 1, 2017 and will continue to serve
in such role. Prior to his appointment as Chief Financial Officer of the Company, from March 2014 to July 2017, Ryan held positions
with INVISTA, a wholly-owned subsidiary of Koch Industries Inc., most recently as Corporate Finance Director and formerly as Operations
Controller.
On October 8, 2019,
the Company issued a press release announcing Mr. Hoback’s termination of employment and the Company’s appointment
of Mr. Zink as the Company’s acting Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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The following exhibits are being filed herewith:
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Exhibit
Index
SIGNATURE
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: October 8, 2019
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By:
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Ryan Zink, Chief Financial Officer
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& acting Chief Executive Officer
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