<PAGE>
-------------------------------
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -------------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
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SCHEDULE 13D
(Rule 13d-101)
Information to be included in statements filed pursuant to Rule 13d-1(a)
and Amendments thereto filed pursuant to Rule 13d-2(a)
(Amendment No. 4)/1/
GOOD TIMES RESTAURANTS INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0003821401
------------------------------------
(CUSIP Number)
DARREN R. HENSLEY, ESQ., JACOBS CHASE FRICK KLEINKOPF & KELLEY LLC
1050 SEVENTEETH STREET, STE. 1500, DENVER, COLORADO 80265 (303) 685-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 28, 1999
------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
/1/The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ---------------------- --------------------------------------
CUSIP No. 0003821401 Page 2 of 15 Pages
- ---------------------- --------------------------------------
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
THE BAILEY COMPANY, LLLP, IRS # 84-0584467
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
-------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 846,512
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
-------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
846,512
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
846,512
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------- --------------------------------------
CUSIP No. 0003821401 Page 3 of 15 Pages
- ---------------------- --------------------------------------
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
THE ERIE COUNTY INVESTMENT CO., IRS #34-4227790
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 888,292
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
-------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
861,192
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,292
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ---------------------- --------------------------------------
CUSIP No. 0003821401 Page 4 of 15 Pages
- ---------------------- --------------------------------------
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
PAUL T. BAILEY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 27,700
------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 888,292
-------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 27,700
-------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
861,192
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
915,992
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 15 Pages
Amendment No. 4
to Schedule 13D
This amended statement relates to the shares of Common Stock, $0.001 par
value ("Common Stock"), of Good Times Restaurants Inc., a Nevada corporation
(the "Company"). Items 3, 4, 5, 6 and 7 of a Statement on Schedule 13D
previously filed by The Erie County Investment Co., an Ohio corporation
("Erie"), The Bailey Company, LLLP, a Colorado limited liability limited
partnership f/k/a The Bailey Company ("Bailey"), and Mr. Paul T. Bailey, an
individual ("Mr. Bailey"), are amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
- ----------------------------------------------------------
No change except for the addition of the following:
Pursuant to the terms of the Letter Agreement (as defined in Item 4 below),
on May 28, 1999 Bailey purchased 250,000 shares of Common Stock (the "June
Stock") from the Company in exchange for a purchase price of $3.00 per share for
an aggregate purchase price of $750,000 (the "Purchase Price") and the issuance
of the Warrant (as defined in Item 4 below). The Purchase Price was funded out
of Bailey's working capital.
Within the past sixty (60) days, Mr. Bailey acquired an aggregate of 5,700
shares of Common Stock in open market transactions as set forth below:
Purchase Price
Number of Shares of Per Share
Date Common Stock of Common
Stock
- ----------------------------------------------------------------------
4/6/99 5,000 $3.00
4/20/99 200 $3.00
4/21/99 500 $3.00
Such acquisitions were funded out of Mr. Bailey's personal funds.
Item 4. Purpose of Transaction.
- -------------------------------
No change except for the addition of the following:
The Company and Bailey entered into a letter agreement on March 16, 1999
(the "Letter Agreement") pursuant to which on May 28, 1999 Bailey purchased the
June Stock from the Company for the Purchase Price. At the closing of the
purchase of the June Stock, the Company
<PAGE>
Page 6 of 15 Pages
issued to Bailey a warrant (the "Warrant") to purchase up to 25,000 shares of
Common Stock (the "Warrant Stock") at an exercise price of $4.00 per share. The
Warrant expires upon the earlier to occur of (i) March 31, 2004, or (ii) the
acquisition of substantially all of the assets or capital stock of the Company
(the "Acquisition"); provided, however, that the Company shall provide the
holder of the Warrant thirty days prior written notice of an Acquisition and
such holder shall have the right to exercise the Warrant prior to the
Acquisition. The Warrant contains customary terms and conditions, including
antidilution provisions. Bailey may not sell the June Stock or the Warrant Stock
prior to June 30, 2001 other than pursuant to a transaction (i) not involving a
public trading market for the Common Stock, or (ii) involving the acquisition of
substantially all of the capital stock of the Company. The Warrant is attached
hereto as Exhibit 4.2 and is incorporated herein by reference in its entirety,
and the foregoing summary of the terms thereof are qualified by reference to the
actual Warrant. The Letter Agreement was previously filed as Exhibit 10.6 to
this Statement on Schedule 13D and is incorporated herein by reference in its
entirety, and the foregoing summary of the terms thereof are qualified by
reference to the actual Letter Agreement.
The Registration Rights Agreement previously filed as Exhibit 4 to this
Statement on Schedule 13D and incorporated herein by reference in its entirety
is amended by the Letter Agreement to provide the registration rights thereunder
to Bailey with respect to the June Stock and the Warrant Stock.
Other than the transactions set forth herein, none of Bailey, Erie or Mr.
Bailey has any plans or proposals that would result in any of the consequences
listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
- ---------------------------------------------
No change except for the restatement of (a) and (b) and the addition to (c)
as follows:
(a) Bailey beneficially owns 846,512 shares of Common Stock, which
represent approximately 39.5% of the outstanding Common Stock (based on the
number of shares of Common Stock outstanding as of March 31, 1999 as reported by
the Company in its Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999 and the issuance of the June Stock and the Warrant Stock (the
"Outstanding Shares")), 25,000 of which Bailey has the right to acquire upon
exercise of the Warrant. Erie and Mr. Bailey beneficially own 41,780 shares and
27,700 shares of Common Stock, respectively, which represent approximately 2.0%
and 1.3%, respectively, of the Outstanding Shares. Erie and Mr. Bailey may be
deemed to beneficially own the 846,512 shares of Common Stock beneficially owned
by Bailey and Mr. Bailey may be deemed to beneficially own the 41,780 shares of
Common Stock beneficially owned by Erie. Erie and Mr. Bailey disclaim beneficial
ownership of any shares of Common Stock beneficially owned by Bailey and Mr.
Bailey disclaims beneficial ownership of any shares of Common stock beneficially
owned by Erie.
<PAGE>
Page 7 of 15 Pages
(b) Bailey, Erie and Mr. Bailey may be deemed to share voting and
dispositive power over the 846,512 shares of Common stock beneficially owned by
Bailey. Erie and Mr. Bailey may be deemed to share voting and dispositive power
over 14,680 shares of Common Stock beneficially owned by Erie and voting power
over 27,100 shares of Common Stock sold by Erie to its employees. Mr. Bailey
has sole voting and dispositive power over the 27,700 shares of Common Stock
held by Mr. Bailey.
(c) Other than the issuance of the Warrant and the June Stock and the
purchases of Common Stock by Mr. Bailey as set forth in Item 3 above and
incorporated herein by reference in its entirety, in the past 60 days, none of
Bailey, Erie or Mr. Bailey has effected any transaction in the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
- ------------------------------------------------------------------------------
to Securities of the Issuer.
- ---------------------------
No change except for addition of the following:
The description of the Letter Agreement in Item 4 above is incorporated
herein by reference in its entirety. The description of the Warrant in Item 4
above is incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits.
- -----------------------------------------
No change except for addition of the following:
Exhibit 4.2 Warrant dated April 15, 1999 and deemed issued on
May 28, 1999 to Bailey by the Company.
Exhibit 24 Limited Power of Attorney dated March 29, 1999 executed
by Mr. Bailey in favor of William D. Whitehurst.
<PAGE>
- -------------------- ---------------------------
CUSIP No. 0003821401 Page 8 of 15 Pages
- -------------------- ---------------------------
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 7, 1999
____________________________________
(Date)
THE BAILEY COMPANY, LLLP, a Colorado limited liability
limited partnership
By: THE ERIE COUNTY INVESTMENT CO., an Ohio
corporation, its general partner
By: /s/ William D. Whitehurst
________________________________________
William D. Whitehurst, Vice-President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 7, 1999
________________________________________________
(Date)
THE ERIE COUNTY INVESTMENT CO., an Ohio
corporation
By: /s/ William D. Whitehurst
______________________________________
William D. Whitehurst, Vice-President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 7, 1999
________________________________________________
(Date)
By: /s/ William D. Whitehurst
______________________________________
Paul T. Bailey
By: William D. Whitehurst
By Power of Attorney
<PAGE>
EXHIBIT 4.2
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT COVERING SUCRobin MyersFinancial Printing GroupTHE SECURITIES EVIDENCED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE
IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES
OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES
REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
OF
GOOD TIMES RESTAURANTS INC.
This is to certify that, for value received, THE BAILEY COMPANY, LLLP,
or its registered assigns ("Holder"), is entitled to purchase, subject to the
provisions of this Warrant, from Good Times Restaurants Inc., a Nevada
corporation (the "Company"), twenty-five thousand (25,000) shares of common
stock, $.001 par value per share, of the Company (the "Common Stock"), at a
purchase price per share as set forth herein. The number of shares of Common
Stock to be received upon the exercise of this Warrant and the price to be paid
for a share of Common Stock shall be adjusted from time to time as hereinafter
set forth. The shares of Common Stock deliverable upon such exercise, and as
adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Stock" and the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." This Warrant shall not be deemed issued until the occurrence
of the Second Closing (as defined in that certain letter agreement dated March
12, 1999, by and between Holder and the Company).
(a) Expiration of Warrant. This Warrant may be exercised in whole or
---------------------
in part at any time or from time to time on or after the date hereof but prior
to the earlier to occur of (i) March 31, 2004, or (ii) a sale of substantially
all of the capital stock or assets of the Company or a merger of the Company in
a transaction in which it is not the surviving corporation, provided that the
term surviving corporation shall not apply to the Company in a reverse
triangular merger where the Company has become a wholly owned subsidiary of
another corporation.
(b) Exercise of Warrant. This warrant may be exercised by
-------------------
presentation and surrender hereof to the Company with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of shares specified in such form, together with all federal and state
taxes applicable upon such exercise. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Stock. Upon receipt by the Company of this Warrant
at the office of the Company, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then
<PAGE>
be closed or that certificates representing such shares of Common Stock shall
not then be actually delivered to the Holder.
(c) Exercise Price. The Exercise Price shall be four dollars ($4.00)
--------------
per share of Common Stock, except that the Exercise Price shall be subject to
adjustment from time to time as provided in Section (g) .
(d) Reservation of Shares. The Company hereby agrees that at all
---------------------
times there shall be reserved for delivery upon exercise of this Warrant such
number of shares of Common Stock as shall be required for issuance or delivery
upon exercise of this Warrant and that the par value of such shares will at all
times be less than the applicable Exercise Price.
(e) Assignment or Loss of Warrant. This Warrant is assignable by the
-----------------------------
Holder in whole or in part, subject to the provisions of paragraph (k) hereof.
Any such assignment shall be made by surrender of this Warrant to the Company,
with the Assignment Form annexed hereto duly executed and funds sufficient to
pay any transfer tax. Upon any assignment of this Warrant as aforesaid, the
Company shall, without charge, execute and deliver a new Warrant of like tenor
registered in the name of the assignee named in such Assignment Form entitling
the assignee to purchase the number of shares of Common Stock purchasable
hereunder (or under the portion hereof so assigned) and, in the event this
Warrant shall be assigned in part, shall execute and deliver to the Holder
hereof a new Warrant registered in the name of the Holder entitling him to
purchase the balance of the number of shares of Common Stock purchasable
hereunder, and this Warrant shall promptly be cancelled. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, or destruction or
mutilation of this Warrant, and (in case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
(f) Rights of the Holder. The Holder shall not, by virtue hereof, be
--------------------
entitled to any rights of a shareholder in the Company, either at law or equity.
The rights of the Holder are limited to those expressed herein and are not
enforceable against the Company except to the extent set forth herein.
(g) Anti-Dilution Provisions:
-------------------------
(1) Adjustment in Exercise Price. In case the Company shall at any
----------------------------
time issue Common Stock or securities convertible into Common Stock by way of
dividend or other distribution on any stock of the Company or subdivide or
combine the outstanding shares of Common Stock, the Exercise Price shall be
proportionately decreased in the case of such issuance (on the day following the
date fixed for determining the Company shareholders entitled to receive such
dividend or other distribution) or decreased in the case of such subdivision or
increased in the case of such combination (on the date that such subdivision or
combination shall become effective).
2
<PAGE>
(2) No Adjustment for Small Amounts. Anything in this Section (g) to
-------------------------------
the contrary notwithstanding, the Company shall not be required to give effect
to any adjustment in the Exercise Price unless and until the net effect of one
or more adjustments, determined as above provided, shall have required a change
of the Exercise Price by at least five cents ($.05), but when the cumulative net
effect of more than one adjustment so determined shall be to change the actual
Exercise Price by at least five cents ($.05), such change in the Exercise Price
shall thereupon be given effect.
(3) Number of Shares Adjusted. Upon any adjustment of the Exercise
-------------------------
Price, the Holder of this Warrant shall thereafter (until another such
adjustment) be entitled to purchase, at the new Exercise Price, the number of
shares, calculated to the nearest full share, obtained by multiplying the number
of shares of Common Stock issuable upon exercise of this Warrant immediately
prior to such adjustment by the Exercise Price in effect immediately prior to
such adjustment and dividing the product so obtained by the new Exercise Price.
(4) Common Stock Defined. Whenever reference is made in this Section
--------------------
(g) to the issue or sale of shares of Common Stock, the term "Common Stock"
shall mean the Common Stock of the Company of the class authorized as of the
date hereof and any other class of stock ranking on a parity with such Common
Stock. However, subject to the provisions of Section (j) hereof, shares
issuable upon exercise hereof shall include only shares of the class designated
as Common Stock of the Company as of the date hereof.
(h) Officer's Certificate. Whenever the Exercise Price shall be
---------------------
adjusted as required by the provisions of Section (g) hereof, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office, and with its agent, if any, an officer's certificate showing
the adjusted Exercise Price determined as herein provided and setting forth in
reasonable detail the facts requiring such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the Holder and the Company shall, forthwith after each such adjustment, deliver
a copy of such certificate to the Holder. Such certificate shall be conclusive
as to the correctness of such adjustment.
(i) Notices to Warrant Holders. So long as this Warrant shall be
--------------------------
outstanding and unexercised, if (i) the Company shall pay any dividend or make
any distribution upon the Common Stock, or (ii) the Company shall offer to the
holders of Common Stock for subscription or purchase by them any shares of stock
of any class or any other rights, or (iii) any capital reorganization of the
Company, reclassification of the capital stock of the Company, or consolidation
or merger of the Company with or into another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company, or sale of
substantially all of the capital stock or assets of the Company shall be
effected, then, in any such case, the Company shall cause to be delivered to the
Holder at least thirty (30) days prior to the date referred to in (iv) or (v)
below, as the case may be, a notice containing a brief description of the
proposed action and stating the date on which (iv) a record is to be taken for
the purpose of such dividend, distribution or rights, or (v) such
reclassification, reorganization, consolidation, merger, dissolution,
liquidation, winding up or sale is to take place.
3
<PAGE>
(j) Reclassification, Reorganization, Etc. In case of any
-------------------------------------
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of an
issuance of Common Stock by way of dividend or other distribution or of a
subdivision or combination), the Company shall cause effective provision to be
made so that the Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, capital reorganization or
other change. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Warrant. The foregoing provisions of this Section (j) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock.
(k) Transfer to Comply with the Securities Act of 1933. This Warrant
--------------------------------------------------
or the Warrant Stock or any other security issued or issuable upon exercise of
this Warrant shall not be sold or transferred except in compliance with the
Securities Act of 1933, as amended (the "Act"), or an exemption thereunder and
then only against receipt by the Company of an agreement of such person to
comply with the provisions of this Section (k) with respect to any resale or
other disposition of such securities.
(l) Holder Representations and Warranties. Holder is aware of the
-------------------------------------
business affairs and financial condition of the Company and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire this Warrant and the Warrant Stock. Holder has had the
opportunity to ask questions of and receive answers from the Company and any
persons acting on its behalf concerning the Company and to obtain any additional
information necessary to verify the accuracy of any information received
concerning the Company, this Warrant, and the Warrant Stock. Holder is capable
of bearing the economic risk and burdens of this investment, including the
possibilities of complete loss of this investment. Holder has had substantial
experience in business or investments including investment experience with
securities, such as stocks and bonds. Holder understands that this Warrant and
the Warrant Stock have not been and will not be registered under the Act, and
that in issuing this Warrant and the Warrant Stock, the Company has relied upon
the exemption from registration under the Act contained in Section 4(2), which
exemption depends upon, among other things, the bona fide nature and veracity of
Holder's representations and warranties in Sections (l) and (m) hereof.
(m) Holder's Representations and Warranties: Investment Purpose.
-----------------------------------------------------------
Holder is purchasing this Warrant and the Warrant Stock for investment for its
own account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Act. Holder acknowledges and
understands that this Warrant and the Warrant Stock must be held indefinitely
unless they are subsequently registered under the Act or an exemption from such
registration is available. Holder understands that the certificates evidencing
the Warrant Stock will be imprinted with a legend which prohibits the transfer
of the Warrant Stock unless they are registered or the Company receives an
opinion of Holder's counsel reasonably satisfactory to the Company to the effect
that such registration is not required. Holder further understands that stop
4
<PAGE>
transfer instructions will be in effect with respect to the transfer of this
Warrant and the Warrant Stock consistent with the above.
(n) Warrant Stock Registration Rights. The Warrant Stock shall be
---------------------------------
deemed to constitute additional shares of "Restricted Stock" under the May 31,
1996 Registration Rights Agreement between the Company and Holder and shall be
entitled to the registration rights accorded Restricted Stock under Section 5 of
the Registration Rights Agreement.
(o) Restriction on Resale of Warrant Stock. Notwithstanding anything
--------------------------------------
to the contrary contained in this Warrant, the Warrant Stock shall not be sold
prior to June 30, 2001 except pursuant to a transaction not involving a public
stock trading market of the Company or pursuant to a transaction involving the
acquisition of substantially all of the capital stock of the Company as a result
of a sale or merger.
(p) Applicable Law. This Warrant shall be governed by and in
--------------
accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, Good Times Restaurants Inc. and Holder have
executed this Warrant to become effective as of the 15th day of April, 1999.
GOOD TIMES RESTAURANTS INC.,
a Nevada corporation
By: /s/ Boyd E. Hoback
----------------------------------------
Boyd E. Hoback, President
HOLDER:
THE BAILEY COMPANY, LLLP,
a Colorado limited partnership
By: The Erie County Investment Co.,
Its general partner
By: /s/ David E. Bailey
----------------------------------------
David E. Bailey, President
5
<PAGE>
PURCHASE FORM
Dated:____________________
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing __________ shares of Common Stock and hereby
makes payment of $__________ in payment of the actual exercise price thereof.
------------------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: _________________________________________________________________________
(Please type or print in block letters)
Address: ______________________________________________________________________
_______________________________________________________________________________
Signature: ____________________________________________________________________
------------------------------
ASSIGNMENT FORM
FOR VALUE RECEIVED, _________________________________________________
hereby sells, assigns and transfers unto
Name: _________________________________________________________________________
(Please type or print in block letters)
Address: ______________________________________________________________________
_______________________________________________________________________________
the right to purchase Common Stock represented by this Warrant to the extent of
__________ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint
_______________________________________________________________________________
attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Signature: ______________________________________
Dated: _______________________
6
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS:
PAUL T. BAILEY has made, constituted and appointed, and by these presents
does make, constitute and appoint WILLIAM D. WHITEHURST of Golden, Jefferson
County, Colorado, as its true and lawful attorney for and in its name, place and
stead on its behalf to execute and deliver all instruments of whatever nature
concerning the sale, acquisition or other transactions in Good Times Restaurants
Inc. common stock.
Including but not limited to any United States Security Exchange Commission
documents and forms, including, but not limited to, Form 4's, Form 5's and Form
13(d) filings, or any other documents, required to effectuate the change in
ownership or voting power of Good Times Restaurants Inc., and given and granting
unto its said attorney full power and authority generally to do and perform all
and every act and thing whatsoever requisite or proper to effectuate all or any
of the premises, or any other matter or thing appertaining or belonging to it
with full power of substitution, and revocation, and with the same powers and to
all intents and purposes, with the same validity, as if it personally present
could; and hereby verifying and confirming whatsoever William D. Whitehurst, its
said attorney, shall and may do by virtue hereof in the premises.
IN WITNESS WHEREOF, Paul T. Bailey has hereunto set his hand this 29th day
of March, 1999.
Witnesses By: /s/ Paul T. Bailey
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Paul T. Bailey
/s/ Joseph Morian
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/s/ Brett Liming
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STATE OF COLORADO
ss.
COUNTY OF JEFFERSON
The foregoing instrument was acknowledged before me this 29th day of
March, 1999, by Paul T. Bailey, who acknowledged that the execution of this
power of attorney was the free act and deed of the individual for the uses and
purposes therein expressed.
[NOTARY SEAL /s/ Elaine J. Porterfield
APPEARS HERE] -------------------------
Notary Public
My commission expires: 8/21/99
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