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 22 2014 (December 18, 2014)


Good Times Restaurants Inc.

(Exact name of registrant as specified in its charter)



Nevada

000-18590

84-1133368

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


Effective at the Company ’ s next Meeting of Shareholders, currently scheduled for February 4, 2015, the Board of Directors of the Company approved and adopted an amendment to Article III, Section 3 of the Company ’ s bylaws to decrease the maximum number of directors of the Company from nine members to seven members.  A copy of the bylaw amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.  The following exhibits are filed as part of this report:

Exhibit Number

Description



3.1


Bylaw Amendment, effective at the Company ’ s next Meeting of Shareholders which is currently scheduled for February 4, 2015




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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:  December 22, 2014

By:   /s/ Boyd E. Hoback

Boyd E. Hoback

President and Chief Executive Officer


EXHIBIT INDEX

 

The following exhibits are furnished as part of this report:


Exhibit Number

Description



3.1


Bylaw Amendment, effective at the Company ’ s next Meeting of Shareholders which is currently scheduled for February 4, 2015




3


THIRD AMENDMENT

TO THE

RESTATED BYLAWS

OF

GOOD TIMES RESTAURANTS INC.


This Third Amendment (this “ Amendment ”) to the Restated Bylaws of Good Times Restaurants Inc., a Nevada corporation (the “ Company ”), dated as of November 7, 1997, as amended May 2, 2014 and August 14, 2007 (the “ Bylaws ”), is entered into effective as of December 18, 2014 (the “ Effective Date ”).

1.

Article III, Section 3 of the Bylaws is hereby amended and restated in its entirety to read as follows:


“ Section 3.  Number, Tenure and Qualifications .  The number of Directors of the corporation shall be as determined by the Board of Directors in accordance with the Articles of Incorporation, but shall not be greater than seven from and after the Company’s next Meeting of Shareholders which is currently scheduled for February 4, 2015.  Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified.  Directors need not be residents of the State of Nevada or shareholders of the corporation.”


2.

This Amendment shall amend only the provision of the Bylaws as set forth herein.  Those provisions of the Bylaws not expressly amended shall remain in full force and effect.



IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed and delivered by its authorized officer as of the Effective Date.



GOOD TIMES RESTAURANTS INC.



By: /s/Boyd E. Hoback

Boyd E. Hoback

President & Chief Executive Officer