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  <p class=MsoTitle><b>&nbsp;</b></p>
  <p class=MsoTitle><b>&nbsp;</b></p>
  <p class=MsoTitle><b>UNITED STATES</b></p>
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  <p class=MsoNormal align=center style='text-align:center'><b>SECURITIES AND EXCHANGE COMMISSION</b></p>
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  <p class=MsoNormal align=center style='text-align:center'>Washington, D.C. 20549</p>
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  <p class=MsoNormal align=center style='text-align:center'><b>FORM 8-K</b></p>
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  <p class=MsoNormal align=center style='text-align:center'><b>CURRENT REPORT</b></p>
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  <h3>Pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934</h3>
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  <p class=MsoNormal align=center style='text-align:center'>Date of Report (Date of earliest event reported)</p>
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  <p class=MsoNormal align=center style='text-align:center'>October 29, 2010</p>
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  <p class=MsoNormal align=center style='text-align:center'><b>Good Times Restaurants Inc.</b></p>
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  <p class=MsoNormal align=center style='text-align:center'>(Exact name of registrant as specified in its
  charter)</p>
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  <p class=MsoNormal align=center style='text-align:center'>Nevada</p>
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  <p class=MsoNormal align=center style='text-align:center'>000-18590</p>
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  <p class=MsoNormal align=center style='text-align:center'>84-1133368</p>
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  <p class=MsoNormal align=center style='text-align:center'>(State or other jurisdiction</p>
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  <p class=MsoNormal align=center style='text-align:center'>(Commission</p>
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  <p class=MsoNormal align=center style='text-align:center'>(IRS Employer</p>
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  <p class=MsoNormal align=center style='text-align:center'>of incorporation)</p>
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  <p class=MsoNormal align=center style='text-align:center'>File Number)</p>
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  <p class=MsoNormal align=center style='text-align:center'>Identification No.)</p>
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  <p class=MsoNormal align=center style='text-align:center'>601 Corporate Circle, Golden, Colorado 80401</p>
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  <p class=MsoNormal align=center style='text-align:center'>(Address of principal executive offices)&nbsp;&nbsp; (Zip
  Code)</p>
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  <p class=MsoNormal align=center style='text-align:center'>Registrant's telephone number, including area code:
  (303) 384-1400</p>
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  <p class=MsoNormal align=center style='text-align:center'>(Former name or former address, if changed since
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  <p class=MsoNormal>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.):</p>

  <p class=MsoNormal>[_] Written communications
  pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</p>

  <p class=MsoNormal>[_] Soliciting material
  pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</p>

  <p class=MsoNormal>[_] Pre-commencement
  communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
  240.14d-2(b))</p>

  <p class=MsoNormal>[_] Pre-commencement
  communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
  240.13e-4(c))</p>
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<p class=MsoNormal><b>Item 1.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Entry
into a Material Definitive Agreement.</b></p>

<p class=MsoNormal style='text-autospace:none'><b>&nbsp;</b></p>

<p class=MsoNormal style='text-indent:.5in;text-autospace:none'><u>Strategic Investment</u></p>

<p class=MsoNormal style='text-autospace:none'><b>&nbsp;</b></p>

<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On October 29, 2010, Good Times Restaurants Inc.
(the &quot;Company&quot;) entered into a Securities Purchase Agreement (the &quot;Purchase
Agreement&quot;) with Small Island Investments Limited, a Bermuda corporation (the
&quot;Investor&quot;), under which the Company has agreed to sell, and the Investor has
agreed to purchase, 4,200,000 shares (the &quot;Shares&quot;) of the Company's common
stock, par value $0.001 per share (the &quot;Common Stock&quot;), at a purchase price of
$0.50 per share, or an aggregate purchase price of $2,100,000.&nbsp; As described
below, the closing of the investment transaction (the &quot;Investment Transaction&quot;)
under the Purchase Agreement (the &quot;Closing&quot;) is subject to the receipt of
stockholder approval of the Investment Transaction and a reverse split of the
Common Stock to take effect after the Closing.&nbsp; The Company expects the Closing
to occur by November 30, 2010.&nbsp; Upon the Closing, the Investor will become the
beneficial owner of approximately 51.4 percent of the outstanding Common Stock
of the Company.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Investor is a Bermuda corporation based in
Boston, Massachusetts.&nbsp; The Investor is an affiliate of a company that owns and
operates three restaurant brands operating in Canada and the United States
generating approximately $75 million in annual revenues.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Shares have not been registered under the
Securities Act of 1933, as amended (the &quot;Securities Act&quot;), and may not be
offered or sold in the United States in the absence of an effective
registration statement or exemption from the registration requirements of the
Securities Act.&nbsp; Effective on the Closing, the Company will enter into a
Registration Rights Agreement (the &quot;Registration Rights Agreement&quot;) with the
Investor, pursuant to which the Company will grant to the Investor certain
registration rights with respect to the Shares after the Closing.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the Company's November 3, 2010 press
release announcing the Investment Transaction is filed herewith as Exhibit 99.1
to this Current Report on Form 8-K.&nbsp; Each of the material agreements relating
to the Investment Transaction is summarized below.&nbsp; The summaries below do not
purport to be complete and are qualified in their entirety by the full text of
the related agreements, copies of which are filed as exhibits to this Current
Report on Form 8-K.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Securities Purchase Agreement</u></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As described above, on October 29, 2010, the Company
and the Investor entered into the Purchase Agreement, under which the Company
has agreed to sell, and the Investor has agreed to purchase, 4,200,000 Shares
of the Company's Common Stock, at a purchase price of $0.50 per share.&nbsp; The
Purchase Agreement contains customary representations and warranties by the
Company, which are in certain cases modified by &quot;materiality&quot; and &quot;knowledge&quot;
qualifiers.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Purchase Agreement was subject to the Investor's
further financial, legal and other due diligence examination of the Company,
GTDT and the Investment Transaction.&nbsp; On November 1, 2010, the Investor
notified the Company in writing of its successful completion of due diligence.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Purchase Agreement provides that the obligation
of the Investor to complete the purchase of the Shares at the Closing is
subject to certain conditions (which may be waived by the Investor), including:</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp; that the Registration Rights Agreement has been
duly executed by the Company and delivered to the Investor;</p>

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<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) that the representations and warranties of the
Company contained in the Purchase Agreement are true and correct in all
material respects (or true and correct in all respects as to representations
and warranties which are qualified by materiality) as of the Closing as though
made on and as of such date;</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) that the Company has received all consents,
waivers, authorizations and approvals from third parties necessary in
connection with the Investment Transaction;</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv)&nbsp; that the Company's stockholders have approved
and authorized the Investment Transaction and related matters, including a
reverse split of the Company's Common Stock to be effected after the Closing;</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (v)&nbsp; that the Company has received the resignations
of four of its current directors, including the current Chairman of the Board
and one member of the Audit Committee, and that the Board of Directors has
taken all action necessary to fill the resulting four vacancies with the
Investor's designees effective upon the Closing; and</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (vi)&nbsp; that the Company has adopted a new management
incentive program, in a form satisfactory to the Investor, to apply from and
after the Closing.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has agreed to indemnify the Investor
(and certain &quot;Investor Parties&quot; as defined in the Purchase Agreement) for all
liabilities, losses or damages as a result of or relating to any breach of any
representations, warranties, covenants or agreements made by the Company in the
Purchase Agreement and the Registration Rights Agreement.</p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>The Purchase Agreement provides that
after the Closing, for so long as the Investor holds at least 50 percent of the
Company's outstanding Common Stock, (i) the Company's Board of Directors shall
consist of no more than seven members, and (ii) the Investor with have the right
to designate four members of the Board.&nbsp; In addition, the Purchase Agreement provides
that for a period of three years following the Closing, as long as the Investor
continues to own at least 80 percent of the Shares, the Investor will have a
right of first refusal to purchase additional securities which are offered and
sold by the Company for the purpose of maintaining its percentage interest in
the Company.&nbsp; </p>



<p class=MsoNormal style='text-indent:.5in;text-autospace:none'>The Purchase Agreement may be terminated
at any time prior to the Closing only as follows:</p>



<p class=MsoNormal style='margin-left:.75in;text-indent:-.25in;text-autospace:
none'>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
by the Investor or
the Company, if the Closing has not occurred by November 30, 2010, provided
that the right to terminate shall not be available to either party whose
failure to perform its obligations under the Purchase Agreement is the primary
cause of the failure of the Closing to have occurred by such date;</p>



<p class=MsoNormal style='margin-left:.75in;text-indent:-.25in;text-autospace:
none'>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
by the Investor or
the Company, if the Company's stockholders do not vote to approve the
Investment Transaction;</p>



<p class=MsoNormal style='margin-left:.75in;text-indent:-.25in;text-autospace:
none'>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
at any time by
mutual agreement of the Company and the Investor;</p>



<p class=MsoNormal style='margin-left:.75in;text-indent:-.25in;text-autospace:
none'>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
by either the
Company or the Investor, if there has been a material breach of any
representation, warranty, covenant or obligation of the other party contained
in the Purchase Agreement, which has not been cured within 15 days after notice
thereof; or</p>



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<p class=MsoNormal style='margin-left:.75in;text-indent:-.25in;text-autospace:
none'>&#149;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
by the Company, if
the Company has received an alternative proposal which the Board of Directors
determines in its good faith judgment (after consultation with the Company's
outside legal counsel and independent financial advisor) to be on terms
superior in value from a financial point of view to the Company's stockholders
than the Investment Transaction and reasonably capable of being completed, in
which case the Company has agreed to pay to the Investor a termination fee of
$150,000.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy the Purchase Agreement dated October 29, 2010
is attached as Exhibit 10.1 to this Current Report on Form 8-K.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Registration Rights Agreement</u></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The disclosure required by Item 1.01 in connection
with the Registration Rights Agreement is included in Item 3.02 below and is
hereby incorporated herein by reference.</p>



<p class=MsoNormal><b>Item 3.02&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Unregistered
Sales of Equity Securities.</b></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Private Placement of Securities</u></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As set forth above, pursuant to the Purchase
Agreement, the Company has agreed to issue and sell to the Investor at the
Closing 4,200,000 Shares of its Common Stock.&nbsp; The Investor has represented
that it is an accredited investor, as such term is defined Rule 501 of
Regulation D promulgated under the Securities Act.&nbsp; The Shares have not been
registered under the Securities Act or applicable state securities laws and may
not be offered or sold in the United States in the absence of an effective
registration statement or exemption from applicable federal and state
registration requirements.&nbsp; The Company has relied on the exemption from the
registration requirements of the Securities Act set forth in Section 4(2)
thereof and the rules and regulations promulgated thereunder for the purposes
of the Investment Transaction.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Registration Rights Agreement</u></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Effective at the Closing, the Company will enter
into the Registration Rights Agreement with the Investor, pursuant to which the
Company will grant the Investor certain registration rights with respect to the
Shares.&nbsp; The Company has agreed to pay all expenses associated with the
registration of the Shares, including the fees and expenses of counsel to the
Investor.&nbsp; The Company has also agreed to indemnify the Investor, and its
officers, directors, members, investors, employees and agents, successors and
assigns, and each other person, if any, who controls the Investor within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which they may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities arise out of or are based upon specified violations or failures to
comply with applicable federal and state securities laws, rules and
regulations.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Additional information regarding the Shares and the
Investment Transaction is included under Item 1.01 of this Current Report on
Form 8-K and is incorporated herein by reference.</p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The form of Registration Rights Agreement is
attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
herein by reference.</p>



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<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in;page-break-after:
avoid;text-autospace:none'><b>Item
5.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Change in Control of Registrant.</b></p>



<p class=MsoNormal style='page-break-after:avoid;text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As set forth above, pursuant
to the Purchase Agreement, the Company has agreed to issue and sell to the
Investor at the Closing 4,200,000 Shares of its Common Stock.&nbsp; If the
Investment Transaction is consummated, the Investor will become the beneficial
owner of approximately 51.4 percent of the outstanding Common Stock of the Company.</p>

<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in;text-autospace:
none'><b>&nbsp;</b></p>

<p class=MsoNormal style='margin-left:1.0in;text-indent:-1.0in;text-autospace:
none'><b>Item 5.02&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.</b></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As described above, under the Purchase Agreement, it
is a condition to the Closing that the Company shall have received the
resignations of four of its current directors, including the current Chairman
of the Board and one member of the Audit Committee, in order that the Investor
can designate four directors to fill the resultant vacancies.&nbsp; Richard J.
Stark, Alan A. Teran, Ron Goodson and David Grissen have indicated to the
Company that they intend to resign as directors effective upon the Closing of
the Investment Transaction to fulfill the closing condition set forth in the
Purchase Agreement and not due to any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.&nbsp; Eric W.
Reinhard has agreed to step down as Chairman of the Board effective upon the
Closing to fulfill the condition set forth in the Purchase Agreement but he will
continue as a director of the Company following the Closing.&nbsp; As set forth in
the Purchase Agreement, effective upon the Closing, the Board of Directors
intends to designate four persons designated by the Investor as members of the
Board to fill the vacancies resulting from the resignations of Messrs. Stark,
Teran, Goodson and Grissen.&nbsp; </p>



<p class=MsoNormal style='text-autospace:none'><b>Item 8.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Other Events</b></p>



<p class=MsoNormal style='text-autospace:none'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As set forth above, on November 3, 2010, the Company
issued a press release announcing the execution of the Purchase Agreement and
the Investment Transaction.&nbsp; A copy of the Company's press release is filed
herewith as Exhibit 99.1 to this Current Report on Form 8-K.</p>



<p class=MsoNormal style='text-align:justify'><b>Item
9.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial Statements and Exhibits.</b></p>



<p class=MsoNormal style='text-indent:.5in'>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Exhibits.&nbsp;
The following exhibits are filed as part of this report:</p>



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  <p class=MsoNormal align=center style='text-align:center'>Exhibit</p>
  <p class=MsoNormal align=center style='text-align:center'><u>Number</u></p>
  </td>
  <td width=461 valign=top style='width:345.85pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal><u>&nbsp;</u></p>
  <p class=MsoNormal><u>Description</u></p>
  </td>
 </tr>
 <tr>
  <td width=67 valign=top style='width:50.15pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>4.1</p>
  </td>
  <td width=461 valign=top style='width:345.85pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Form of Registration Rights
  Agreement.</p>

  </td>
 </tr>
 <tr>
  <td width=67 valign=top style='width:50.15pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>10.1</p>
  </td>
  <td width=461 valign=top style='width:345.85pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Securities Purchase
  Agreement between the Company and Small Island Investments Limited, dated
  October 29, 2010.</p>

  </td>
 </tr>
 <tr>
  <td width=67 valign=top style='width:50.15pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>99.1</p>
  </td>
  <td width=461 valign=top style='width:345.85pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Company Press Release dated
  November 3, 2010.</p>
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 </tr>
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  <td width=67 valign=top style='width:50.15pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
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<h3><b>SIGNATURES</b></h3>



<p class=MsoBodyTextIndent3>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.</p>





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  </td>
  <td width=294 valign=top style='width:220.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>GOOD TIMES RESTAURANTS INC.</p>
  </td>
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  <td width=288 valign=top style='width:3.0in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Date:&nbsp; November 3, 2010</p>
  </td>
  <td width=294 valign=top style='width:220.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>By:&nbsp; <i><u>/s/ Boyd E.
  Hoback</u></i></p>
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  </td>
  <td width=294 valign=top style='width:220.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Boyd E. Hoback</p>
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  </td>
  <td width=294 valign=top style='width:220.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>President and Chief
  Executive Officer</p>
  </td>
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{"company-data": {"conformed-name": "GOOD TIMES RESTAURANTS INC", "cik": "0000825324", "assigned-sic": "5812", "irs-number": "841133368", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18590", "film-number": "101161174"}, "business-address": {"street1": "601 CORPORATE CIRCLE", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3033841400"}, "mail-address": {"street1": "601 CORPORATE CIRCLE", "city": "GOLDEN", "state": "CO", "zip": "80401"}, "former-company": {"former-conformed-name": "PARAMOUNT VENTURES INC", "date-changed": "19900205"}}
_
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)
October 29, 2010
Good Times Restaurants Inc.
(Exact name of registrant as specified in its
  charter)
Nevada
000-18590
84-1133368
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
601 Corporate Circle, Golden, Colorado 80401
(Address of principal executive offices)   (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))
12135250
Item 1.01         Entry
into a Material Definitive Agreement.
Strategic Investment
On October 29, 2010, Good Times Restaurants Inc.
(the "Company") entered into a Securities Purchase Agreement (the "Purchase
Agreement") with Small Island Investments Limited, a Bermuda corporation (the
"Investor"), under which the Company has agreed to sell, and the Investor has
agreed to purchase, 4,200,000 shares (the "Shares") of the Company's common
stock, par value $0.001 per share (the "Common Stock"), at a purchase price of
$0.50 per share, or an aggregate purchase price of $2,100,000.  As described
below, the closing of the investment transaction (the "Investment Transaction")
under the Purchase Agreement (the "Closing") is subject to the receipt of
stockholder approval of the Investment Transaction and a reverse split of the
Common Stock to take effect after the Closing.  The Company expects the Closing
to occur by November 30, 2010.  Upon the Closing, the Investor will become the
beneficial owner of approximately 51.4 percent of the outstanding Common Stock
of the Company.
The Investor is a Bermuda corporation based in
Boston, Massachusetts.  The Investor is an affiliate of a company that owns and
operates three restaurant brands operating in Canada and the United States
generating approximately $75 million in annual revenues.
The Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States in the absence of an effective
registration statement or exemption from the registration requirements of the
Securities Act.  Effective on the Closing, the Company will enter into a
Registration Rights Agreement (the "Registration Rights Agreement") with the
Investor, pursuant to which the Company will grant to the Investor certain
registration rights with respect to the Shares after the Closing.
A copy of the Company's November 3, 2010 press
release announcing the Investment Transaction is filed herewith as Exhibit 99.1
to this Current Report on Form 8-K.  Each of the material agreements relating
to the Investment Transaction is summarized below.  The summaries below do not
purport to be complete and are qualified in their entirety by the full text of
the related agreements, copies of which are filed as exhibits to this Current
Report on Form 8-K.
Securities Purchase Agreement
As described above, on October 29, 2010, the Company
and the Investor entered into the Purchase Agreement, under which the Company
has agreed to sell, and the Investor has agreed to purchase, 4,200,000 Shares
of the Company's Common Stock, at a purchase price of $0.50 per share.  The
Purchase Agreement contains customary representations and warranties by the
Company, which are in certain cases modified by "materiality" and "knowledge"
qualifiers.
The Purchase Agreement was subject to the Investor's
further financial, legal and other due diligence examination of the Company,
GTDT and the Investment Transaction.  On November 1, 2010, the Investor
notified the Company in writing of its successful completion of due diligence.
The Purchase Agreement provides that the obligation
of the Investor to complete the purchase of the Shares at the Closing is
subject to certain conditions (which may be waived by the Investor), including:
(i)  that the Registration Rights Agreement has been
duly executed by the Company and delivered to the Investor;
2
12135250
(ii) that the representations and warranties of the
Company contained in the Purchase Agreement are true and correct in all
material respects (or true and correct in all respects as to representations
and warranties which are qualified by materiality) as of the Closing as though
made on and as of such date;
(iii) that the Company has received all consents,
waivers, authorizations and approvals from third parties necessary in
connection with the Investment Transaction;
(iv)  that the Company's stockholders have approved
and authorized the Investment Transaction and related matters, including a
reverse split of the Company's Common Stock to be effected after the Closing;
(v)  that the Company has received the resignations
of four of its current directors, including the current Chairman of the Board
and one member of the Audit Committee, and that the Board of Directors has
taken all action necessary to fill the resulting four vacancies with the
Investor's designees effective upon the Closing; and
(vi)  that the Company has adopted a new management
incentive program, in a form satisfactory to the Investor, to apply from and
after the Closing.
The Company has agreed to indemnify the Investor
(and certain "Investor Parties" as defined in the Purchase Agreement) for all
liabilities, losses or damages as a result of or relating to any breach of any
representations, warranties, covenants or agreements made by the Company in the
Purchase Agreement and the Registration Rights Agreement.
The Purchase Agreement provides that
after the Closing, for so long as the Investor holds at least 50 percent of the
Company's outstanding Common Stock, (i) the Company's Board of Directors shall
consist of no more than seven members, and (ii) the Investor with have the right
to designate four members of the Board.  In addition, the Purchase Agreement provides
that for a period of three years following the Closing, as long as the Investor
continues to own at least 80 percent of the Shares, the Investor will have a
right of first refusal to purchase additional securities which are offered and
sold by the Company for the purpose of maintaining its percentage interest in
the Company.
The Purchase Agreement may be terminated
at any time prior to the Closing only as follows:
•        
by the Investor or
the Company, if the Closing has not occurred by November 30, 2010, provided
that the right to terminate shall not be available to either party whose
failure to perform its obligations under the Purchase Agreement is the primary
cause of the failure of the Closing to have occurred by such date;
•        
by the Investor or
the Company, if the Company's stockholders do not vote to approve the
Investment Transaction;
•        
at any time by
mutual agreement of the Company and the Investor;
•        
by either the
Company or the Investor, if there has been a material breach of any
representation, warranty, covenant or obligation of the other party contained
in the Purchase Agreement, which has not been cured within 15 days after notice
thereof; or
3
12135250
•        
by the Company, if
the Company has received an alternative proposal which the Board of Directors
determines in its good faith judgment (after consultation with the Company's
outside legal counsel and independent financial advisor) to be on terms
superior in value from a financial point of view to the Company's stockholders
than the Investment Transaction and reasonably capable of being completed, in
which case the Company has agreed to pay to the Investor a termination fee of
$150,000.
A copy the Purchase Agreement dated October 29, 2010
is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Registration Rights Agreement
The disclosure required by Item 1.01 in connection
with the Registration Rights Agreement is included in Item 3.02 below and is
hereby incorporated herein by reference.
Item 3.02         Unregistered
Sales of Equity Securities.
Private Placement of Securities
As set forth above, pursuant to the Purchase
Agreement, the Company has agreed to issue and sell to the Investor at the
Closing 4,200,000 Shares of its Common Stock.  The Investor has represented
that it is an accredited investor, as such term is defined Rule 501 of
Regulation D promulgated under the Securities Act.  The Shares have not been
registered under the Securities Act or applicable state securities laws and may
not be offered or sold in the United States in the absence of an effective
registration statement or exemption from applicable federal and state
registration requirements.  The Company has relied on the exemption from the
registration requirements of the Securities Act set forth in Section 4(2)
thereof and the rules and regulations promulgated thereunder for the purposes
of the Investment Transaction.
Registration Rights Agreement
Effective at the Closing, the Company will enter
into the Registration Rights Agreement with the Investor, pursuant to which the
Company will grant the Investor certain registration rights with respect to the
Shares.  The Company has agreed to pay all expenses associated with the
registration of the Shares, including the fees and expenses of counsel to the
Investor.  The Company has also agreed to indemnify the Investor, and its
officers, directors, members, investors, employees and agents, successors and
assigns, and each other person, if any, who controls the Investor within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which they may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities arise out of or are based upon specified violations or failures to
comply with applicable federal and state securities laws, rules and
regulations.
Additional information regarding the Shares and the
Investment Transaction is included under Item 1.01 of this Current Report on
Form 8-K and is incorporated herein by reference.
The form of Registration Rights Agreement is
attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
4
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Item
5.01         Change in Control of Registrant.
As set forth above, pursuant
to the Purchase Agreement, the Company has agreed to issue and sell to the
Investor at the Closing 4,200,000 Shares of its Common Stock.  If the
Investment Transaction is consummated, the Investor will become the beneficial
owner of approximately 51.4 percent of the outstanding Common Stock of the Company.
Item 5.02         Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As described above, under the Purchase Agreement, it
is a condition to the Closing that the Company shall have received the
resignations of four of its current directors, including the current Chairman
of the Board and one member of the Audit Committee, in order that the Investor
can designate four directors to fill the resultant vacancies.  Richard J.
Stark, Alan A. Teran, Ron Goodson and David Grissen have indicated to the
Company that they intend to resign as directors effective upon the Closing of
the Investment Transaction to fulfill the closing condition set forth in the
Purchase Agreement and not due to any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.  Eric W.
Reinhard has agreed to step down as Chairman of the Board effective upon the
Closing to fulfill the condition set forth in the Purchase Agreement but he will
continue as a director of the Company following the Closing.  As set forth in
the Purchase Agreement, effective upon the Closing, the Board of Directors
intends to designate four persons designated by the Investor as members of the
Board to fill the vacancies resulting from the resignations of Messrs. Stark,
Teran, Goodson and Grissen.
Item 8.01         Other Events
As set forth above, on November 3, 2010, the Company
issued a press release announcing the execution of the Purchase Agreement and
the Investment Transaction.  A copy of the Company's press release is filed
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01         Financial Statements and Exhibits.
(d)        Exhibits. 
The following exhibits are filed as part of this report:
Exhibit
Number
Description
4.1
Form of Registration Rights
  Agreement.
10.1
Securities Purchase
  Agreement between the Company and Small Island Investments Limited, dated
  October 29, 2010.
99.1
Company Press Release dated
  November 3, 2010.
5
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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:  November 3, 2010
By:
/s/ Boyd E.
  Hoback
Boyd E. Hoback
President and Chief
  Executive Officer
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