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<p class=MsoNormal align=center style='text-align:center'><b>&nbsp;</b></p>

<p class=MsoNormal align=center style='text-align:center'><b>&nbsp;</b></p>









<p class=MsoNormal align=center style='text-align:center'><b>UNITED STATES</b></p>

<p class=MsoNormal align=center style='text-align:center'><b>SECURITIES AND EXCHANGE COMMISSION</b></p>

<p class=MsoNormal align=center style='text-align:center'><b>Washington, D.C. 20549</b></p>



<p class=MsoNormal align=center style='text-align:center'><b>FORM 8-K</b></p>



<p class=MsoNormal align=center style='text-align:center'><b>CURRENT REPORT</b></p>



<p class=MsoNormal align=center style='text-align:center'><b>Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</b></p>



<p class=MsoNormal align=center style='text-align:center'>Date of Report (Date of earliest event reported)</p>

<p class=MsoNormal align=center style='text-align:center'>December 17, 2010</p>



<p class=MsoNormal align=center style='text-align:center'><b>Good Times Restaurants Inc.</b></p>

<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>
  </td>
  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>000-18590</p>
  </td>
  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>84-1133368</p>
  </td>
 </tr>
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  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(State or other jurisdiction</p>
  </td>
  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(Commission</p>
  </td>
  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(IRS Employer</p>
  </td>
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  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>of incorporation)</p>
  </td>
  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>File Number)</p>
  </td>
  <td width=213 valign=top style='width:159.6pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>Identification No.)</p>
  </td>
 </tr>
</table>

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  <p class=MsoNormal align=center style='text-align:center'>601 Corporate Circle, Golden, Colorado&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  80401</p>
  </td>
 </tr>
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  <td width=638 valign=top style='width:6.65in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(Address of principal executive offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Zip
  Code)</p>
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  </td>
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  <p class=MsoNormal align=center style='text-align:center'>Registrant's telephone number, including area code:
  (303) 384-1400</p>

  </td>
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  <td width=638 valign=top style='width:6.65in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>Not applicable</p>
  </td>
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  <p class=MsoNormal align=center style='text-align:center'>(Former name or former address, if changed since
  last report.)</p>

  </td>
 </tr>
</table>



<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>[&nbsp; ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</p>



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



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



<p class=MsoNormal>[&nbsp; ] 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; Entry
into a Material Definitive Agreement.</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Completion of Strategic
Investment</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As previously
disclosed in a current report filed on November 3, 2010,&nbsp; Good Times
Restaurants Inc. (the &quot;Company&quot;) entered into a Securities Purchase Agreement
(the &quot;Purchase Agreement&quot;), dated October 29, 2010, as amended December 13,
2010, with Small Island Investments Limited, a Bermuda corporation (the
&quot;Investor&quot;), under which the Company agreed to sell, and the Investor 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 (the &quot;Investment
Transaction&quot;).&nbsp; Pursuant to the Purchase Agreement, the closing of the
Investment Transaction (the &quot;Closing&quot;) was 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; As disclosed in Item 5.07
below, stockholder approval was obtained at a Special Meeting of Stockholders
held December 13, 2010 (the &quot;Special Meeting&quot;).</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Accordingly, on
December 13, 2010, following the Special Meeting, the Company and the Investor
completed the issuance and sale of the Shares to the Investor.&nbsp; The Company
received gross proceeds of $2,100,000, which will be used to pay its interim
working capital loans, reduce the Company's current liabilities and provide
working capital for fiscal 2011 and beyond.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Registration
Rights Agreement</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On December 13,
2010, the Company and the Investor entered into a Registration Rights
Agreement, pursuant to which the Company granted to the Investor certain
registration rights to enable the public resale of the Shares. &nbsp;Pursuant to the
Registration Rights Agreement, the Investor has the right to require the
Company to register for resale all or a portion of the Shares within 45 days of
the Investor's written request for such registration.&nbsp; The Investor may not
request more than two such registrations under the Registration Rights
Agreement.&nbsp; In addition, the Registration Rights Agreement provides that if the
Company proposes to register for public sale shares of Common Stock (including
upon the request of a stockholder other than the Investor), then the Investor
shall have a right to include all or a portion of the Shares in such
registration.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company
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 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 of
1933, as amended (the &quot;Securities Act&quot;), 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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the
Registration Rights Agreement dated December 13, 2010 is attached hereto as
Exhibit 10.1 and is hereby incorporated by reference.</p>

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<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendment and
Restatement of Credit Agreement and Term Note with Wells Fargo</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As a condition to
the Closing of the Investment Transaction, the Company amended and restated its
credit agreement and term note with Wells Fargo Bank, N.A. (&quot;Wells Fargo&quot;) effective
as of December 13, 2010.&nbsp; Pursuant to the Amended and Restated Credit
Agreement, Wells Fargo consented to (a) the Investment Transaction, and (b) the
Company's use of a portion of the proceeds of the Investment Transaction to pay
off certain interim capital loans as described below.&nbsp; In addition, Wells Fargo
agreed to accept additional building and equipment collateral in exchange for
modifying certain financial covenants of the loan without affecting the
Company's interest rate or repayment term.&nbsp; The Company had previously been in
default of these financial covenants, although it has never been in payment
default under the loan.&nbsp; Accordingly, the execution of the Amended and Restated
Credit Agreement with Wells Fargo has allowed the Company to regain compliance with
the modified financial loan covenants.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the Amended
and Restated Credit Agreement dated December 13, 2010 is attached hereto as
Exhibit 10.2 and is hereby incorporated by reference.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the Amended
and Restated Term Note dated December 13, 2010 is attached hereto as Exhibit
10.4 and is hereby incorporated by reference.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Repayment and
Conversion of W Capital and McDonald Loans </u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As previously
disclosed in current reports filed on February 3, 2010 and April 6, 2010, pursuant
to a loan agreement dated February 1, 2010, as amended April 1, 2010, the
Company obtained loans totaling $400,000 from W Capital, Inc. (&quot;W Capital&quot;) and
John T. McDonald (&quot;McDonald&quot;) to be used for restaurant marketing and other
working capital uses of Good Times Drive Thru Inc., the Company's wholly-owned
subsidiary (&quot;GTDT&quot;).&nbsp; The loans were evidenced by a Secured Convertible
Promissory Note dated April 1, 2010 made by the Company and GTDT, as co-makers,
and bearing interest at a rate of 12% per annum on the unpaid principal balance
through August 1, 2010 and at a rate of 14% per annum from and after August 1,
2010 until the maturity date of December 31, 2010.&nbsp; The note provided that the
outstanding principal balance and accrued interest on the loan would be
convertible into shares of Common Stock at any time prior to repayment at a
conversion price of 25% less than the average price of the Common stock during
the 20 days prior to the conversion date, but not below $0.75 per share nor
above $1.08 per share.&nbsp; However, in connection with the Investment Transaction,
the Company repaid the $400,000 principal amount due to W Capital and McDonald
and the lenders agreed to convert the accrued interest payable on the loans
into shares of Common Stock at a conversion price of $0.50 per share and
entered into an agreement with the Company to amend the conversion provisions
of the note accordingly.&nbsp; </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the
Consent and Agreement dated as of December 13, 2010 between the Company, W
Capital and McDonald is attached hereto as Exhibit 10.3 and is hereby
incorporated by reference.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Repayment of
Golden Bridge Loan</u></p>



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<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On April 20, 2009
as reported on Form 8-K, the Company entered into a loan agreement with Golden
Bridge, LLC (&quot;Golden Bridge&quot;), pursuant to which Golden Bridge made a loan of
$185,000 to GTDT to be used for restaurant marketing and other working capital
costs.&nbsp; Eric W. Reinhard, Ron Goodson, David Grissen, Richard J. Stark, and
Alan A. Teran, who were all members of the Company's Board of Directors at the
time of the transaction and stockholders of the Company, are the sole members
of Golden Bridge, and Eric W. Reinhard is the sole manager of Golden Bridge.&nbsp;
The loan was evidenced by a Promissory Note dated April 20, 2009 made by the
Company and GTDT, as co-makers, and bearing interest at a rate of 10% per annum
on the unpaid principal balance.&nbsp; The note</p>

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<p class=MsoNormal>provided for monthly interest
payments and was to mature and be due and payable in full on December 31,
2010.&nbsp; The loan was repaid in full on December 13, 2010 from the proceeds of
the Investment Transaction.</p>



<p class=MsoNormal><b>Item 1.02&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Termination
of a Material Definitive Agreement.</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The disclosures
regarding the repayment and conversion of the W Capital and McDonald loans and
the repayment of the Golden Bridge loan set forth under Item 1.01 above are
hereby incorporated by reference.&nbsp; </p>

<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </p>

<p class=MsoNormal>The Secured Convertible
Promissory Note dated April 1, 2010 made by the Company and GTDT, as co-makers,
payable to W Capital and McDonald, was terminated as a result of the repayment
of the outstanding principal balance of $400,000 and the conversion of accrued
interest into shares of Common Stock.&nbsp; </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Promissory
Note dated April 20, 2009 made by the Company and GTDT, as co-makers, payable
to Golden Bridge, was terminated as a result of the repayment of the
outstanding principal balance of $185,000.</p>



<p class=MsoNormal style='margin-left:63.0pt;text-indent:-63.0pt'><b>Item 2.03&nbsp;&nbsp;&nbsp;&nbsp; Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of
Registrant.</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The disclosure
regarding the amendment and restatement of the credit agreement and term note with
Wells Fargo set forth under Item 1.01 above is hereby incorporated by
reference.</p>



<p class=MsoNormal style='margin-left:63.0pt;text-indent:-63.0pt'><b>Item 3.02&nbsp;&nbsp;&nbsp;&nbsp; Unregistered Sales of Equity Securities.</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The disclosure
regarding the completion of the Investment Transaction as set forth under Item
1.01 above is hereby incorporated by reference.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Shares sold
to the Investor in the Investment Transaction were not registered under the
Securities Act or state securities laws, and may not be resold in the United
States in the absence of an effective registration statement filed with the
U.S. Securities and Exchange Commission (&quot;SEC&quot;) or an available exemption from
federal and state registration requirements.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the Purchase
Agreement, the Investor represented to the Company that: (a) it is an
accredited investor, as such term is defined Rule 501 of Regulation D
promulgated under the Securities Act, (b) it acquired the Shares as principal
for its own account for investment purposes and not with a view to or for
distributing or reselling the Shares or any part thereof, and (c) it is knowledgeable,
sophisticated and experienced in making, and qualified to make, decisions with
respect to investments in securities representing an investment decision
similar to that involved in the purchase of the Shares.&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>

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<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As disclosed in
Item 1.01 above, in connection with the Investment Transaction, the accrued
interest payable to W Capital and McDonald was converted into 79,430 shares of
Common Stock at a conversion price of $0.50 per share.&nbsp; The Company relied on
the exemption from registration requirements of the Securities Act set forth in
Section 4(2) thereof and the rules and regulations promulgated thereunder for
the issuance of the Conversion Shares.</p>



<p class=MsoNormal><b>Item 3.03&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Material
Modification to Rights of Security Holders</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection
with the Investment Transaction, the holders of shares of Common Stock issued
upon conversion of the Company's Series B Preferred Stock in June 2006 (the
&quot;Series B Investors&quot;) agreed to waive their preemptive rights with respect to
the issuance of the Shares to the Investor.&nbsp; In addition, the Series B
Investors agreed to cancel their contractual director designation rights
granted in connection with the original issuance of the Series B Preferred
Stock.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A copy of the
Consent and Waiver dated as of December 13, 2010 by the Series B Investors is
attached hereto as Exhibit 10.5 and is hereby incorporated by reference.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Purchase
Agreement provides that for so long as the Investor holds more than 50 percent
of the Company's outstanding Common Stock, (i) the Company's Board of Directors
shall consist of seven members, and (ii) the Investor will have the right to
designate four members of the Board.&nbsp; In addition, the Investor has agreed to
vote its Shares in any election of directors in favor of one person designated
by The Bailey Company LLLP and its affiliates and one person designated by Eric
W. Reinhard.&nbsp; However, if the Bailey Group or Reinhard ceases to own at least
600,000 shares of the Company's Common Stock (adjusted for any stock splits,
reverse splits or similar capital transactions), then its respective
designation right will cease.&nbsp; The Investor has agreed to vote its Shares in
any election of directors in favor of a person, other than its designees, who
receives the majority of votes of holders of Common Stock other than the
Investor.</p>



<p class=MsoNormal><b>Item 5.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Change in
Control of Registrant.</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The disclosure
regarding the completion of the Investment Transaction as set forth under Item
1.01 above is hereby incorporated by reference.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As a result of the
Investment Transaction, the Investor became the beneficial owner of
approximately 51.4 percent of the outstanding Common Stock of the Company.&nbsp; In
addition, pursuant to the Purchase Agreement, the Investor designated four
individuals for appointment to the Company's Board of Directors effective upon
the Closing.&nbsp; The source of funds used by the Investor to purchase the Shares
was cash held in Small Island Investments Ltd.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Prior to the
completion of the Investment Transaction, The Bailey Company LLLP was the
Company's largest stockholder, holding approximately 21.07 percent of the
Company's then-outstanding Common Stock.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Purchase
Agreement provides that for so long as the Investor holds more than 50 percent
of the Company's outstanding Common Stock, (i) the Company's Board of Directors
shall consist of seven members, and (ii) the Investor will have the right to
designate four members of the Board.&nbsp; In addition, the Investor has agreed to
vote its Shares in any election of directors in favor of one person designated
by the Bailey Group and one person designated by Eric W. Reinhard.&nbsp; However, if
the</p>

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<p class=MsoNormal>Bailey Group or Reinhard
ceases to own at least 600,000 shares of the Company's Common Stock (adjusted
for any stock splits, reverse splits or similar capital transactions), then its
respective designation right will cease.&nbsp; The Investor has agreed to vote its
Shares in any election of directors in favor of a person, other than its
designees, who receives the majority of votes of holders of Common Stock other
than the Investor.&nbsp; In addition, pursuant to the Consent and Waiver given by
the Series B Investors as of December 13, 2010, which is discussed under Item
3.03 above, the Series B Investors have agreed to vote their shares in any election
of directors in favor of the Investor's designees.&nbsp; In addition, the Series B
Investors agreed to vote their shares in favor of the Investment Transaction,
which was approved at the Special Meeting held on December 13, 2010.</p>



<p class=MsoNormal style='margin-left:63.0pt;text-indent:-63.0pt'><b>Item 5.02&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><u>Director Resignations</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Effective as of
December 13, 2010, Richard J. Stark, Alan A. Teran, Ron Goodson and David Grissen
resigned as directors of the Company.&nbsp; These individuals resigned as directors
in order to fulfill a 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; </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition,
effective as of December 13, 2010, Eric W. Reinhard resigned as Chairman of the
Board, although he remains a director of the Company.&nbsp; Mr. Reinhard resigned as
Chairman in order to fulfill a 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.</p>



<p class=MsoNormal><u>Appointment of Four New
Directors</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection
with the closing of the Investment Transaction, by unanimous written consent
dated December 13, 2010, the Company's Board adopted resolutions: (a)
appointing Keith A. Radford, John F. Morgan, Gary J. Heller and David L. Dobbin
as directors, effective as of the closing of the Investment Transaction, to fill
the vacancies on the Board resulting from the resignations of Messrs. Stark,
Teran, Goodson and Grissen, and (b) appointing David L. Dobbin as Chairman of
the Board, effective as of the closing of the Investment Transaction, to
succeed Mr. Reinhard in such capacity. </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Keith A.
Radford</i>, age 41, currently serves as Chief Financial Officer of Terra Nova
Pub Group Ltd., Elephant &amp; Castle Group Inc. and Massachusetts Pub Group
LLC (2009-Present).&nbsp; Previously Mr. Radford served as a Director and Vice
President of subsidiaries within AKER Solutions, a leading global provider of
engineering and construction services, technology products and integrated
solutions (2002-2008).&nbsp; In addition he has over eight years of experience in
public practice providing auditing, taxation and business consulting services.&nbsp;
Mr. Radford holds a Bachelor of Commerce degree from Memorial University of
Newfoundland and Labrador and is a Chartered Accountant.</p>



<div>

<table cellspacing=0 cellpadding=0 hspace=0 vspace=0 align=center>
 <tr>
  <td valign=top align=left style='padding-top:0in;padding-right:0in;
  padding-bottom:0in;padding-left:0in'>
  <p class=MsoFooter>7</p>
  </td>
 </tr>
</table>

</div>

<br clear=ALL>



<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade style='color:navy' align=center>

</div>



<br
clear=all style='page-break-before:always'>










<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>John F. Morgan</i>,
age 50, currently serves as President, Chief Executive Officer and a Director
of Elephant &amp; Castle Group Inc. and Terra Nova Pub Group Ltd.
(2009-Present).&nbsp; He is President, Chief Executive Officer and a Manager of
Massachusetts Pub Group LLC (2008-Present).&nbsp; Previously Mr. Morgan had been the
President of Morgan Capital Limited, St. John's, Newfoundland, an independent
financial services firm providing taxation and merger and acquisition support
services to North American and international clients (1994-2009).&nbsp; Mr. Morgan
holds a Bachelor of Commerce degree from Memorial University of Newfoundland
and Labrador with a participation in the In Depth Taxation Program and
Chartered Business Valuator Program.&nbsp; He is a Chartered Accountant.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>Gary J. Heller</i>,
age 43, currently serves as Secretary and a Director of Elephant &amp; Castle
Group Inc. (2007-Present), Secretary and a Manager of Massachusetts Pub Group
LLC (2008-Present), and Executive Vice President of Terra Nova Pub Group Ltd.
(2009-Present).&nbsp; Prior to entering the restaurant industry in 2007, Mr. Heller
spent 16 years as an investment banker, including serving as a Managing
Director of FTI Capital Advisors, LLC (2002-2006) and a Director of Andersen
Corporate Finance LLC.&nbsp; Mr. Heller holds a BA in Economics from the University
of Pennsylvania and an MBA in Finance from New York University.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>David L.
Dobbin</i>, age 49, currently serves as Chairman of the Board of Small Island
Investments Ltd. (2010-Present).&nbsp; He also serves as Chairman of the Boards of
Terra Nova Pub Group Ltd., its subsidiaries and affiliates (2007-Present) and
Welaptega Marine Ltd. (2008-Present), a leading supplier of offshore mooring
inspection systems, companies controlled by Mr. Dobbin through Repechage
Investments Limited, an investment company formed under the laws of Canada that
holds investments in the transportation, service, real estate and hospitality
sectors (2001-Present).&nbsp; Previously, Mr. Dobbin served in several capacities
with CHC Helicopter Corporation, a leading offshore helicopter services
provider, and led Canadian Ocean Resource Associates Inc., a consulting firm
specializing in best practice reviews, institutional support and public/private
partnerships.&nbsp; Mr. Dobbin holds a Bachelor of Commerce from Memorial University
of Newfoundland.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Board
determined that each of Messrs. Radford, Morgan, Heller and Dobbin is an independent
director under the NASDAQ listing standards.&nbsp; Of the continuing directors, the
Board determined that each of Geoffrey R. Bailey and Eric W. Reinhard is an
independent director.&nbsp; Keith A. Radford, John F. Morgan and Geoffrey R. Bailey
have been appointed to the Audit Committee and the Board has determined that
Mr. Radford is an Audit Committee financial expert as that term is defined by
the applicable SEC rules.&nbsp; Gary J. Heller, John F. Morgan and Eric W. Reinhard
have been appointed to the Compensation Committee</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company
confirms, as required by regulations under the Securities Exchange Act of 1934,
that (1) there is no family relationship between any of Messrs. Radford,
Morgan, Heller or Dobbin and any director or executive officer of the Company,
(2) other than the requirements of the Purchase Agreement with the Investor,
there is no arrangement or understanding between Messrs. Radford, Morgan,
Heller and Dobbin and any other person pursuant to which Messrs. Radford,
Morgan, Heller and Dobbin were elected as directors of the Company, and (3)
there is no transaction between any of Messrs. Radford, Morgan, Heller or
Dobbin and the Company that would require disclosure under Item 404(a) of
Regulation S-K.</p>



<p class=MsoNormal><b>Item 5.07&nbsp; Submission of
Matters to a Vote of Security Holders</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As noted above,
the Company held a Special Meeting of Stockholders on December 13, 2010 at the
Company's principal office in Golden, Colorado.&nbsp; At the Special Meeting, the
Company's shareholders voted on two matters: (a) the Investment Transaction,
and (b) a proposal to give the Company's Board of Directors discretion to
effect a one-for-three reverse stock split of the Company's issued and
outstanding common stock following the closing of the Investment Transaction
and prior to December 31, 2010.&nbsp; These matters are more fully described in the
Company's Proxy Statement for the Special Meeting.</p>

<div>

<table cellspacing=0 cellpadding=0 hspace=0 vspace=0 align=center>
 <tr>
  <td valign=top align=left style='padding-top:0in;padding-right:0in;
  padding-bottom:0in;padding-left:0in'>
  <p class=MsoFooter>8</p>
  </td>
 </tr>
</table>

</div>

<br clear=ALL>



<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade style='color:navy' align=center>

</div>



<br
clear=all style='page-break-before:always'>










<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The certified
results of the matters voted on at the Special Meeting are as follows:</p>



<table class=MsoNormalTable border=0 cellspacing=0 cellpadding=0
 style='border-collapse:collapse'>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=90 valign=bottom style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'><u>For</u></p>
  </td>
  <td width=84 valign=bottom style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'><u>Against</u></p>
  </td>
  <td width=72 valign=bottom style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'><u>Abstain</u></p>
  </td>
  <td width=144 valign=bottom style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'><u>Broker Non-Votes</u></p>
  </td>
 </tr>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=90 valign=bottom style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=84 valign=bottom style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=72 valign=bottom style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=144 valign=bottom style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>

  </td>
 </tr>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>1) Approval of Investment
  Transaction</p>
  </td>
  <td width=90 valign=top style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>1,973,376</p>
  </td>
  <td width=84 valign=top style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>20,779</p>
  </td>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>1,400</p>
  </td>
  <td width=144 valign=top style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>0</p>
  </td>
 </tr>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=90 valign=top style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(98.89%)</p>
  </td>
  <td width=84 valign=top style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(1.04%)</p>
  </td>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(0.07%)</p>
  </td>
  <td width=144 valign=top style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(0.00%)</p>
  </td>
 </tr>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=90 valign=top style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=84 valign=top style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=144 valign=top style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>

  </td>
 </tr>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>2) Approval of Reverse Stock
  Split</p>
  </td>
  <td width=90 valign=top style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>1,971,491</p>
  </td>
  <td width=84 valign=top style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>22,064</p>
  </td>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>2,000</p>
  </td>
  <td width=144 valign=top style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>0</p>
  </td>
 </tr>
 <tr>
  <td width=277 valign=top style='width:207.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=90 valign=top style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(98.79%)</p>
  </td>
  <td width=84 valign=top style='width:63.0pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(1.11%)</p>
  </td>
  <td width=72 valign=top style='width:.75in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(0.10%)</p>
  </td>
  <td width=144 valign=top style='width:1.5in;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal align=center style='text-align:center'>(0.00%)</p>

  </td>
 </tr>
</table>



<p class=MsoNormal><b>Item 8.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Other
Events</b></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Company Press
Releases</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On December 17,
2010, the Company issued a press release announcing the voting results of stockholders
at the Special Meeting and the completion of the Investment Transaction. A copy
of the Company's press release is filed herewith as Exhibit 99.1 2 to this
Current Report on Form 8-K.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Transition of
Board Leadership</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As disclosed in
Item 5.02 above, effective as of December 13, 2010, Eric W. Reinhard, who has
served as Chairman of the Board since 2005, resigned from the position of
Chairman.&nbsp; The Board appointed David L. Dobbin as the new Chairman of the
Board, effective as of December 13, 2010.&nbsp; </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Board Approval
of Reverse Stock Split</u></p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On December 13,
2010, the Company's Board of Directors adopted resolutions approving a one-for-three
reverse split of the Company's Common Stock to be effective December 31, 2010.&nbsp;
The reverse stock split was approved by the stockholders of the Company at the
Special Meeting on December 13, 2010.&nbsp; For more information regarding the
stockholder approval of the reverse stock split, see the disclosure made in
Item 5.07 above.&nbsp; </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As a result of
the reverse stock split, every three shares of the Company's Common Stock issued
and outstanding on December 31, 2010 will be combined into one share of Common
Stock.&nbsp; The reverse stock split will not change the authorized number of shares
or the par value of the Company's Common Stock.&nbsp; </p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Following the
reverse stock split, the Company expects to have approximately 2.7 million
shares of Common Stock outstanding.&nbsp; The reverse stock split will affect all
shares of the Company's Common Stock, including Common Stock underlying stock
options and warrants that are outstanding immediately prior to the effective
time of the reverse stock split.</p>



<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Additional
information about the reverse stock split is available in the Company's
definitive proxy statement filed with the SEC on November 22, 2010.</p>



<div>

<table cellspacing=0 cellpadding=0 hspace=0 vspace=0 align=center>
 <tr>
  <td valign=top align=left style='padding-top:0in;padding-right:0in;
  padding-bottom:0in;padding-left:0in'>
  <p class=MsoFooter>9</p>
  </td>
 </tr>
</table>

</div>

<br clear=ALL>



<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade style='color:navy' align=center>

</div>



<br
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<p class=MsoNormal><b>Item 9.01&nbsp; Financial
Statements and Exhibits.</b></p>



<p class=MsoNormal>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Exhibits.&nbsp; The
following exhibits are filed as part of this report:</p>



<table class=MsoNormalTable border=0 cellspacing=0 cellpadding=0 width=559
 style='width:419.4pt;border-collapse:collapse'>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal><u>Exhibit Number</u></p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal><u>Description</u></p>
  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>10.1</p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Registration Rights
  Agreement between the Company and Small Island Investments Limited, dated December
  13, 2010.</p>

  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>10.2</p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Amended and Restated Credit
  Agreement between the Company and Wells Fargo Bank, N.A., dated as of December
  13, 2010.</p>

  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>10.3</p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Amended and Restated Term
  Note dated as of December 13, 2010 </p>
  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>10.4</p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Consent and Agreement dated
  as of December 13, 2010 between the Company, W Capital, Inc. and John T.
  McDonald.</p>

  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>10.5</p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Consent and Waiver dated as
  of December 13, 2010 by the Series B Investors.</p>

  </td>
 </tr>
 <tr>
  <td width=121 valign=top style='width:90.9pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>99.1</p>
  </td>
  <td width=438 valign=top style='width:328.5pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Company Press Release dated
  December 17, 2010.</p>

  </td>
 </tr>
</table>



<div>

<table cellspacing=0 cellpadding=0 hspace=0 vspace=0 align=center>
 <tr>
  <td valign=top align=left style='padding-top:0in;padding-right:0in;
  padding-bottom:0in;padding-left:0in'>
  <p class=MsoFooter>10</p>
  </td>
 </tr>
</table>

</div>

<br clear=ALL>



<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade style='color:navy' align=center>

</div>



</div>

<br
clear=all style='page-break-before:always'>


<div class=WordSection2>









<p class=MsoNormal align=center style='text-align:center'><b>SIGNATURES</b></p>



<p class=MsoNormal>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>





<p class=MsoNormal>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; GOOD TIMES
RESTAURANTS INC.</p>



<table class=MsoNormalTable border=0 cellspacing=0 cellpadding=0
 style='border-collapse:collapse'>
 <tr>
  <td width=319 valign=top style='width:239.4pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Date:&nbsp; December 17, 2010</p>
  </td>
  <td width=319 valign=top style='width:239.4pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>By:&nbsp; <i><u>/s/ Boyd E.
  Hoback</u></i></p>
  </td>
 </tr>
 <tr>
  <td width=319 valign=top style='width:239.4pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=319 valign=top style='width:239.4pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>Boyd E. Hoback</p>
  </td>
 </tr>
 <tr>
  <td width=319 valign=top style='width:239.4pt;padding:0in 5.4pt 0in 5.4pt'>

  </td>
  <td width=319 valign=top style='width:239.4pt;padding:0in 5.4pt 0in 5.4pt'>
  <p class=MsoNormal>President and Chief
  Executive Officer</p>
  </td>
 </tr>
</table>



<div class=MsoNormal align=center style='text-align:center'>

<hr size=2 width="100%" noshade style='color:navy' align=center>

</div>





</div>

</body>

</html>
[{"type": "8-K", "sequence": "1", "filename": "form8k1.htm", "secsgml_size_bytes": 47838}]
{"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": "101259839"}, "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)
December 17, 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))
1
Item 1.01        Entry
into a Material Definitive Agreement.
Completion of Strategic
Investment
As previously
disclosed in a current report filed on November 3, 2010,  Good Times
Restaurants Inc. (the "Company") entered into a Securities Purchase Agreement
(the "Purchase Agreement"), dated October 29, 2010, as amended December 13,
2010, with Small Island Investments Limited, a Bermuda corporation (the
"Investor"), under which the Company agreed to sell, and the Investor 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 (the "Investment
Transaction").  Pursuant to the Purchase Agreement, the closing of the
Investment Transaction (the "Closing") was 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.  As disclosed in Item 5.07
below, stockholder approval was obtained at a Special Meeting of Stockholders
held December 13, 2010 (the "Special Meeting").
Accordingly, on
December 13, 2010, following the Special Meeting, the Company and the Investor
completed the issuance and sale of the Shares to the Investor.  The Company
received gross proceeds of $2,100,000, which will be used to pay its interim
working capital loans, reduce the Company's current liabilities and provide
working capital for fiscal 2011 and beyond.
Registration
Rights Agreement
On December 13,
2010, the Company and the Investor entered into a Registration Rights
Agreement, pursuant to which the Company granted to the Investor certain
registration rights to enable the public resale of the Shares.  Pursuant to the
Registration Rights Agreement, the Investor has the right to require the
Company to register for resale all or a portion of the Shares within 45 days of
the Investor's written request for such registration.  The Investor may not
request more than two such registrations under the Registration Rights
Agreement.  In addition, the Registration Rights Agreement provides that if the
Company proposes to register for public sale shares of Common Stock (including
upon the request of a stockholder other than the Investor), then the Investor
shall have a right to include all or a portion of the Shares in such
registration.
The Company
agreed to pay all expenses associated with the registration of the Shares,
including the fees and expenses of counsel to the Investor.  The Company 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 of
1933, as amended (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.
A copy of the
Registration Rights Agreement dated December 13, 2010 is attached hereto as
Exhibit 10.1 and is hereby incorporated by reference.
2
Amendment and
Restatement of Credit Agreement and Term Note with Wells Fargo
As a condition to
the Closing of the Investment Transaction, the Company amended and restated its
credit agreement and term note with Wells Fargo Bank, N.A. ("Wells Fargo") effective
as of December 13, 2010.  Pursuant to the Amended and Restated Credit
Agreement, Wells Fargo consented to (a) the Investment Transaction, and (b) the
Company's use of a portion of the proceeds of the Investment Transaction to pay
off certain interim capital loans as described below.  In addition, Wells Fargo
agreed to accept additional building and equipment collateral in exchange for
modifying certain financial covenants of the loan without affecting the
Company's interest rate or repayment term.  The Company had previously been in
default of these financial covenants, although it has never been in payment
default under the loan.  Accordingly, the execution of the Amended and Restated
Credit Agreement with Wells Fargo has allowed the Company to regain compliance with
the modified financial loan covenants.
A copy of the Amended
and Restated Credit Agreement dated December 13, 2010 is attached hereto as
Exhibit 10.2 and is hereby incorporated by reference.
A copy of the Amended
and Restated Term Note dated December 13, 2010 is attached hereto as Exhibit
10.4 and is hereby incorporated by reference.
Repayment and
Conversion of W Capital and McDonald Loans
As previously
disclosed in current reports filed on February 3, 2010 and April 6, 2010, pursuant
to a loan agreement dated February 1, 2010, as amended April 1, 2010, the
Company obtained loans totaling $400,000 from W Capital, Inc. ("W Capital") and
John T. McDonald ("McDonald") to be used for restaurant marketing and other
working capital uses of Good Times Drive Thru Inc., the Company's wholly-owned
subsidiary ("GTDT").  The loans were evidenced by a Secured Convertible
Promissory Note dated April 1, 2010 made by the Company and GTDT, as co-makers,
and bearing interest at a rate of 12% per annum on the unpaid principal balance
through August 1, 2010 and at a rate of 14% per annum from and after August 1,
2010 until the maturity date of December 31, 2010.  The note provided that the
outstanding principal balance and accrued interest on the loan would be
convertible into shares of Common Stock at any time prior to repayment at a
conversion price of 25% less than the average price of the Common stock during
the 20 days prior to the conversion date, but not below $0.75 per share nor
above $1.08 per share.  However, in connection with the Investment Transaction,
the Company repaid the $400,000 principal amount due to W Capital and McDonald
and the lenders agreed to convert the accrued interest payable on the loans
into shares of Common Stock at a conversion price of $0.50 per share and
entered into an agreement with the Company to amend the conversion provisions
of the note accordingly.
A copy of the
Consent and Agreement dated as of December 13, 2010 between the Company, W
Capital and McDonald is attached hereto as Exhibit 10.3 and is hereby
incorporated by reference.
Repayment of
Golden Bridge Loan
3
On April 20, 2009
as reported on Form 8-K, the Company entered into a loan agreement with Golden
Bridge, LLC ("Golden Bridge"), pursuant to which Golden Bridge made a loan of
$185,000 to GTDT to be used for restaurant marketing and other working capital
costs.  Eric W. Reinhard, Ron Goodson, David Grissen, Richard J. Stark, and
Alan A. Teran, who were all members of the Company's Board of Directors at the
time of the transaction and stockholders of the Company, are the sole members
of Golden Bridge, and Eric W. Reinhard is the sole manager of Golden Bridge. 
The loan was evidenced by a Promissory Note dated April 20, 2009 made by the
Company and GTDT, as co-makers, and bearing interest at a rate of 10% per annum
on the unpaid principal balance.  The note
4
provided for monthly interest
payments and was to mature and be due and payable in full on December 31,
2010.  The loan was repaid in full on December 13, 2010 from the proceeds of
the Investment Transaction.
Item 1.02        Termination
of a Material Definitive Agreement.
The disclosures
regarding the repayment and conversion of the W Capital and McDonald loans and
the repayment of the Golden Bridge loan set forth under Item 1.01 above are
hereby incorporated by reference.
The Secured Convertible
Promissory Note dated April 1, 2010 made by the Company and GTDT, as co-makers,
payable to W Capital and McDonald, was terminated as a result of the repayment
of the outstanding principal balance of $400,000 and the conversion of accrued
interest into shares of Common Stock.
The Promissory
Note dated April 20, 2009 made by the Company and GTDT, as co-makers, payable
to Golden Bridge, was terminated as a result of the repayment of the
outstanding principal balance of $185,000.
Item 2.03     Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of
Registrant.
The disclosure
regarding the amendment and restatement of the credit agreement and term note with
Wells Fargo set forth under Item 1.01 above is hereby incorporated by
reference.
Item 3.02     Unregistered Sales of Equity Securities.
The disclosure
regarding the completion of the Investment Transaction as set forth under Item
1.01 above is hereby incorporated by reference.
The Shares sold
to the Investor in the Investment Transaction were not registered under the
Securities Act or state securities laws, and may not be resold in the United
States in the absence of an effective registration statement filed with the
U.S. Securities and Exchange Commission ("SEC") or an available exemption from
federal and state registration requirements.
In the Purchase
Agreement, the Investor represented to the Company that: (a) it is an
accredited investor, as such term is defined Rule 501 of Regulation D
promulgated under the Securities Act, (b) it acquired the Shares as principal
for its own account for investment purposes and not with a view to or for
distributing or reselling the Shares or any part thereof, and (c) it is knowledgeable,
sophisticated and experienced in making, and qualified to make, decisions with
respect to investments in securities representing an investment decision
similar to that involved in the purchase of the Shares.  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.
5
As disclosed in
Item 1.01 above, in connection with the Investment Transaction, the accrued
interest payable to W Capital and McDonald was converted into 79,430 shares of
Common Stock at a conversion price of $0.50 per share.  The Company relied on
the exemption from registration requirements of the Securities Act set forth in
Section 4(2) thereof and the rules and regulations promulgated thereunder for
the issuance of the Conversion Shares.
Item 3.03        Material
Modification to Rights of Security Holders
In connection
with the Investment Transaction, the holders of shares of Common Stock issued
upon conversion of the Company's Series B Preferred Stock in June 2006 (the
"Series B Investors") agreed to waive their preemptive rights with respect to
the issuance of the Shares to the Investor.  In addition, the Series B
Investors agreed to cancel their contractual director designation rights
granted in connection with the original issuance of the Series B Preferred
Stock.
A copy of the
Consent and Waiver dated as of December 13, 2010 by the Series B Investors is
attached hereto as Exhibit 10.5 and is hereby incorporated by reference.
The Purchase
Agreement provides that for so long as the Investor holds more than 50 percent
of the Company's outstanding Common Stock, (i) the Company's Board of Directors
shall consist of seven members, and (ii) the Investor will have the right to
designate four members of the Board.  In addition, the Investor has agreed to
vote its Shares in any election of directors in favor of one person designated
by The Bailey Company LLLP and its affiliates and one person designated by Eric
W. Reinhard.  However, if the Bailey Group or Reinhard ceases to own at least
600,000 shares of the Company's Common Stock (adjusted for any stock splits,
reverse splits or similar capital transactions), then its respective
designation right will cease.  The Investor has agreed to vote its Shares in
any election of directors in favor of a person, other than its designees, who
receives the majority of votes of holders of Common Stock other than the
Investor.
Item 5.01        Change in
Control of Registrant.
The disclosure
regarding the completion of the Investment Transaction as set forth under Item
1.01 above is hereby incorporated by reference.
As a result of the
Investment Transaction, the Investor became the beneficial owner of
approximately 51.4 percent of the outstanding Common Stock of the Company.  In
addition, pursuant to the Purchase Agreement, the Investor designated four
individuals for appointment to the Company's Board of Directors effective upon
the Closing.  The source of funds used by the Investor to purchase the Shares
was cash held in Small Island Investments Ltd.
Prior to the
completion of the Investment Transaction, The Bailey Company LLLP was the
Company's largest stockholder, holding approximately 21.07 percent of the
Company's then-outstanding Common Stock.
The Purchase
Agreement provides that for so long as the Investor holds more than 50 percent
of the Company's outstanding Common Stock, (i) the Company's Board of Directors
shall consist of seven members, and (ii) the Investor will have the right to
designate four members of the Board.  In addition, the Investor has agreed to
vote its Shares in any election of directors in favor of one person designated
by the Bailey Group and one person designated by Eric W. Reinhard.  However, if
the
6
Bailey Group or Reinhard
ceases to own at least 600,000 shares of the Company's Common Stock (adjusted
for any stock splits, reverse splits or similar capital transactions), then its
respective designation right will cease.  The Investor has agreed to vote its
Shares in any election of directors in favor of a person, other than its
designees, who receives the majority of votes of holders of Common Stock other
than the Investor.  In addition, pursuant to the Consent and Waiver given by
the Series B Investors as of December 13, 2010, which is discussed under Item
3.03 above, the Series B Investors have agreed to vote their shares in any election
of directors in favor of the Investor's designees.  In addition, the Series B
Investors agreed to vote their shares in favor of the Investment Transaction,
which was approved at the Special Meeting held on December 13, 2010.
Item 5.02     Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Director Resignations
Effective as of
December 13, 2010, Richard J. Stark, Alan A. Teran, Ron Goodson and David Grissen
resigned as directors of the Company.  These individuals resigned as directors
in order to fulfill a 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.
In addition,
effective as of December 13, 2010, Eric W. Reinhard resigned as Chairman of the
Board, although he remains a director of the Company.  Mr. Reinhard resigned as
Chairman in order to fulfill a 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.
Appointment of Four New
Directors
In connection
with the closing of the Investment Transaction, by unanimous written consent
dated December 13, 2010, the Company's Board adopted resolutions: (a)
appointing Keith A. Radford, John F. Morgan, Gary J. Heller and David L. Dobbin
as directors, effective as of the closing of the Investment Transaction, to fill
the vacancies on the Board resulting from the resignations of Messrs. Stark,
Teran, Goodson and Grissen, and (b) appointing David L. Dobbin as Chairman of
the Board, effective as of the closing of the Investment Transaction, to
succeed Mr. Reinhard in such capacity.
Keith A.
Radford
, age 41, currently serves as Chief Financial Officer of Terra Nova
Pub Group Ltd., Elephant & Castle Group Inc. and Massachusetts Pub Group
LLC (2009-Present).  Previously Mr. Radford served as a Director and Vice
President of subsidiaries within AKER Solutions, a leading global provider of
engineering and construction services, technology products and integrated
solutions (2002-2008).  In addition he has over eight years of experience in
public practice providing auditing, taxation and business consulting services. 
Mr. Radford holds a Bachelor of Commerce degree from Memorial University of
Newfoundland and Labrador and is a Chartered Accountant.
7
John F. Morgan
,
age 50, currently serves as President, Chief Executive Officer and a Director
of Elephant & Castle Group Inc. and Terra Nova Pub Group Ltd.
(2009-Present).  He is President, Chief Executive Officer and a Manager of
Massachusetts Pub Group LLC (2008-Present).  Previously Mr. Morgan had been the
President of Morgan Capital Limited, St. John's, Newfoundland, an independent
financial services firm providing taxation and merger and acquisition support
services to North American and international clients (1994-2009).  Mr. Morgan
holds a Bachelor of Commerce degree from Memorial University of Newfoundland
and Labrador with a participation in the In Depth Taxation Program and
Chartered Business Valuator Program.  He is a Chartered Accountant.
Gary J. Heller
,
age 43, currently serves as Secretary and a Director of Elephant & Castle
Group Inc. (2007-Present), Secretary and a Manager of Massachusetts Pub Group
LLC (2008-Present), and Executive Vice President of Terra Nova Pub Group Ltd.
(2009-Present).  Prior to entering the restaurant industry in 2007, Mr. Heller
spent 16 years as an investment banker, including serving as a Managing
Director of FTI Capital Advisors, LLC (2002-2006) and a Director of Andersen
Corporate Finance LLC.  Mr. Heller holds a BA in Economics from the University
of Pennsylvania and an MBA in Finance from New York University.
David L.
Dobbin
, age 49, currently serves as Chairman of the Board of Small Island
Investments Ltd. (2010-Present).  He also serves as Chairman of the Boards of
Terra Nova Pub Group Ltd., its subsidiaries and affiliates (2007-Present) and
Welaptega Marine Ltd. (2008-Present), a leading supplier of offshore mooring
inspection systems, companies controlled by Mr. Dobbin through Repechage
Investments Limited, an investment company formed under the laws of Canada that
holds investments in the transportation, service, real estate and hospitality
sectors (2001-Present).  Previously, Mr. Dobbin served in several capacities
with CHC Helicopter Corporation, a leading offshore helicopter services
provider, and led Canadian Ocean Resource Associates Inc., a consulting firm
specializing in best practice reviews, institutional support and public/private
partnerships.  Mr. Dobbin holds a Bachelor of Commerce from Memorial University
of Newfoundland.
The Board
determined that each of Messrs. Radford, Morgan, Heller and Dobbin is an independent
director under the NASDAQ listing standards.  Of the continuing directors, the
Board determined that each of Geoffrey R. Bailey and Eric W. Reinhard is an
independent director.  Keith A. Radford, John F. Morgan and Geoffrey R. Bailey
have been appointed to the Audit Committee and the Board has determined that
Mr. Radford is an Audit Committee financial expert as that term is defined by
the applicable SEC rules.  Gary J. Heller, John F. Morgan and Eric W. Reinhard
have been appointed to the Compensation Committee
The Company
confirms, as required by regulations under the Securities Exchange Act of 1934,
that (1) there is no family relationship between any of Messrs. Radford,
Morgan, Heller or Dobbin and any director or executive officer of the Company,
(2) other than the requirements of the Purchase Agreement with the Investor,
there is no arrangement or understanding between Messrs. Radford, Morgan,
Heller and Dobbin and any other person pursuant to which Messrs. Radford,
Morgan, Heller and Dobbin were elected as directors of the Company, and (3)
there is no transaction between any of Messrs. Radford, Morgan, Heller or
Dobbin and the Company that would require disclosure under Item 404(a) of
Regulation S-K.
Item 5.07  Submission of
Matters to a Vote of Security Holders
As noted above,
the Company held a Special Meeting of Stockholders on December 13, 2010 at the
Company's principal office in Golden, Colorado.  At the Special Meeting, the
Company's shareholders voted on two matters: (a) the Investment Transaction,
and (b) a proposal to give the Company's Board of Directors discretion to
effect a one-for-three reverse stock split of the Company's issued and
outstanding common stock following the closing of the Investment Transaction
and prior to December 31, 2010.  These matters are more fully described in the
Company's Proxy Statement for the Special Meeting.
8
The certified
results of the matters voted on at the Special Meeting are as follows:
For
Against
Abstain
Broker Non-Votes
1) Approval of Investment
  Transaction
1,973,376
20,779
1,400
0
(98.89%)
(1.04%)
(0.07%)
(0.00%)
2) Approval of Reverse Stock
  Split
1,971,491
22,064
2,000
0
(98.79%)
(1.11%)
(0.10%)
(0.00%)
Item 8.01        Other
Events
Company Press
Releases
On December 17,
2010, the Company issued a press release announcing the voting results of stockholders
at the Special Meeting and the completion of the Investment Transaction. A copy
of the Company's press release is filed herewith as Exhibit 99.1 2 to this
Current Report on Form 8-K.
Transition of
Board Leadership
As disclosed in
Item 5.02 above, effective as of December 13, 2010, Eric W. Reinhard, who has
served as Chairman of the Board since 2005, resigned from the position of
Chairman.  The Board appointed David L. Dobbin as the new Chairman of the
Board, effective as of December 13, 2010.
Board Approval
of Reverse Stock Split
On December 13,
2010, the Company's Board of Directors adopted resolutions approving a one-for-three
reverse split of the Company's Common Stock to be effective December 31, 2010. 
The reverse stock split was approved by the stockholders of the Company at the
Special Meeting on December 13, 2010.  For more information regarding the
stockholder approval of the reverse stock split, see the disclosure made in
Item 5.07 above.
As a result of
the reverse stock split, every three shares of the Company's Common Stock issued
and outstanding on December 31, 2010 will be combined into one share of Common
Stock.  The reverse stock split will not change the authorized number of shares
or the par value of the Company's Common Stock.
Following the
reverse stock split, the Company expects to have approximately 2.7 million
shares of Common Stock outstanding.  The reverse stock split will affect all
shares of the Company's Common Stock, including Common Stock underlying stock
options and warrants that are outstanding immediately prior to the effective
time of the reverse stock split.
Additional
information about the reverse stock split is available in the Company's
definitive proxy statement filed with the SEC on November 22, 2010.
9
Item 9.01  Financial
Statements and Exhibits.
(d)       Exhibits.  The
following exhibits are filed as part of this report:
Exhibit Number
Description
10.1
Registration Rights
  Agreement between the Company and Small Island Investments Limited, dated December
  13, 2010.
10.2
Amended and Restated Credit
  Agreement between the Company and Wells Fargo Bank, N.A., dated as of December
  13, 2010.
10.3
Amended and Restated Term
  Note dated as of December 13, 2010
10.4
Consent and Agreement dated
  as of December 13, 2010 between the Company, W Capital, Inc. and John T.
  McDonald.
10.5
Consent and Waiver dated as
  of December 13, 2010 by the Series B Investors.
99.1
Company Press Release dated
  December 17, 2010.
10
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:  December 17, 2010
By:
/s/ Boyd E.
  Hoback
Boyd E. Hoback
President and Chief
  Executive Officer