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Section 1: 8-K


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)
April 13, 2018  
    
 
(Exact name of registrant as specified in its charter)
  
   
Nevada
000-18590
84-1133368
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
  
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))
 
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. ☐
 

 

 
ITEM 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On April 13, 2018, the Directors of the Company approved an amendment to the Amended and Restated Bylaws to reduce the maximum number of Directors to five.
 
The restated Article III, Section 3 is hereby amended and restated in its entirety to read as follows:
 
Section 3.  Number, Tenure and Qualifications.  The number of Directors of the corporation shall be as determined by the Board of Directors in accordance with the Articles of Incorporation, but shall not be greater than five.  Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified.  Directors need not be residents of the State of Nevada or shareholders of the corporation.”
 
Item 9.01
Financial Statements and Exhibits.
    
(d)
Exhibits.  The following exhibits are filed as part of this report:
 
Exhibit Number
Description
   
3.2
 
2

 
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: April 17, 2018
By:
   
   
Boyd E. Hoback
 
   
President and Chief Executive Officer
 
 
3

 
EXHIBIT INDEX
 
The following exhibits are furnished as part of this report:

Exhibit Number
Description
   
3.2
 
 
4
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Section 2: EX-3.2 (EXHIBIT 3.2)

Exhibit 3.2

SIXTH AMENDMENT
TO THE
RESTATED BYLAWS
OF
GOOD TIMES RESTAURANTS INC.
 
 
This Sixth Amendment (this “Amendment”) to the Restated Bylaws of Good Times Restaurants Inc., a Nevada corporation (the “Company”), dated as of November 7, 1997, as amended August 14, 2007, August 30, 2013, May 2, 2014, December 17, 2014 and November 16, 2017 (the “Bylaws”), is entered into effective as of April 13, 2018 (the “Effective Date”).
 
1.             Article III, Section 3 of the Bylaws is hereby amended and restated in its entirety to read as follows:
 
Section 3.  Number, Tenure and Qualifications.  The number of Directors of the corporation shall be as determined by the Board of Directors in accordance with the Articles of Incorporation, but shall not be greater than five.  Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified.  Directors need not be residents of the State of Nevada or shareholders of the corporation.”
 
2.             This Amendment shall amend only the provision of the Bylaws as set forth herein.  Those provisions of the Bylaws not expressly amended shall remain in full force and effect.
 
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed and delivered by its authorized officer as of the Effective Date.
 
 
 
GOOD TIMES RESTAURANTS INC. 
 
     
     
 
By:
   
   
Boyd E. Hoback
 
   
President & Chief Executive Officer
 
 
 
 

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