UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Good Times Restaurants Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
382140887
(CUSIP Number)
David Dobbin, Chairman
Small Island Investment Ltd
50 Congress Street, Suite 900
Boston, MA 02109
(617) 720-2100
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications)
December 13, 2010
(Date of Event which Requires Filing of 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 ??
240.13d-1(e), 240.13d-1(f) or 240.13d-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 ? 240.13d-7(b) for other parties to whom copies
are to be sent.
*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 the disclosures provided
in a prior cover page.
The information required in 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 the that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
?
1.
NAMES OF REPORTING PERSONS
Small Island Investments Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
?
(b)
?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
..
SOLE VOTING POWER
4,200,000
8
..
SHARED VOTING POWER
0
9
..
SOLE DISPOSITIVE POWER
4,200,000
1
0.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,200,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%*
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
* The calculation of the percentage of outstanding shares
is based on the shares of Common Stock (as defined herein)
outstanding as of December 13, 2010 (after giving effect
to the issuances of shares of Common Stock on December 13,
2010), as disclosed by the Issuer (as defined herein) in
its Form 8-K filed with the Securities and Exchange
Commission on December 17, 2010 (?Closing 8-K?).
1.
NAMES OF REPORTING PERSONS
David Dobbin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
?
(b)
?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
4,200,000
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
4,200,000
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,200,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%*
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
*The calculation of the percentage of outstanding shares
is based on the shares of Common Stock outstanding as of
December 13, 2010 (after giving effect to the issuances of
shares of Common Stock on December 13, 2010), as disclosed
by the Issuer in its Closing 8-K.
?
1.
NAMES OF REPORTING PERSONS
Penelope Dobbin
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
?
(b)
?
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
?
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
4,200,000
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
4,200,000
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,200,000
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
*The calculation of the percentage of outstanding shares
is based on the shares of Common Stock outstanding as of
December 13, 2010 (after giving effect to the issuance of
shares of Common Stock on December 13, 2010), as disclosed
by the Issuer in its Closing 8-K.
?
Item 1. Security and Issuer
This Statement relates to the common stock ($0.001 par
value) (?Common Stock?) of Good Times Restaurants Inc., a Nevada
corporation (the ?Issuer?). The principal executive offices of
the Issuer are located at 601 Corporate Circle, Golden, Colorado
80401.
Item 2. Identity and Background
(a)-(c),(f) This Schedule 13D is filed jointly on behalf
the following persons (collectively, the ?Reporting Persons?):
(i) Small Island Investments Ltd, a Bermuda corporation engaged
in investment holding (?SII?), is the direct beneficial owner of
51.4% of the shares of Common Stock outstanding on December 13,
2010 (after giving effect to the issuance to SII); (ii) David
Dobbin, a Canadian citizen, is indirect beneficial owner of the
Issuer?s Common Stock through his 50% ownership interest in SII
and is the Chairman of the Board of SII; and (iii) Penelope
Dobbin, a Canadian citizen, is indirect beneficial owner of the
Issuer?s Common Stock through her 50% ownership interest in SII
and is the President of SII. Mr. and Mrs. Dobbin are husband and
wife. The business address of each of the Reporting Persons is 50
Congress Street, Suite 900, Boston, Massachusetts 02109. The
agreement among the Reporting Persons relating to the joint
filing of this Schedule 13D is attached hereto as Exhibit 1.
(d)-(e) During the last five years, none of the Reporting
Persons, according to any of the Reporting Person's knowledge,
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate funds used in connection with the purchase
of 4,200,000 shares of Common Stock (the ?Shares?) were
$2,100,000, funded with cash provided to SII by its members.
Item 4. Purpose of Transaction
On October 29, 2010, SII entered into a Stock Purchase
Agreement (the ?SPA?). References to, and descriptions of, the
SPA as set forth in this Item 4 are qualified in their entirety
by reference to the SPA included as an exhibit to this Schedule
13D and incorporated by reference herein. Under the SPA, the
Issuer agreed to sell, and SII agreed to purchase, 4,200,000
shares of the Issuer's Common Stock at a purchase price of $0.50
per share, or an aggregate purchase price of $2,100,000 (the
?Investment?), an amount representing approximately 51.4 percent
of the Issuer?s outstanding Common Stock after giving effect to
the Investment.
Pursuant to the SPA, the closing of the Investment (the
?Closing?) was subject to the receipt of stockholder approval of
the Investment and a reverse split of the Common Stock to take
effect after the Closing. The majority stockholders of the
Issuer agreed pursuant to the SPA to vote all shares of Common
Stock beneficially owned by them for the approval of the
Investment (as described further herein). Stockholder approval
was obtained at a Special Meeting of Stockholders held December
13, 2010 (the ?Special Meeting?) for the Investment and to give
the Issuer?s Board of Directors discretion to effect a one-for-
three reverse stock split of the Issuer?s issued and outstanding
common stock following the Closing of the Investment and prior to
December 31, 2010. Accordingly, on December 13, 2010, following
the Special Meeting, the Issuer and SII completed the issuance
and sale of the Shares to SII. The Issuer received gross
proceeds of $2,100,000, which will be used to pay its interim
working capital loans, reduce the Issuer?s current liabilities
and provide working capital for fiscal 2011 and beyond. In
addition, upon consummation of the transactions contemplated by
the SPA, including the reverse stock split, the Issuer will be
able to meet its ongoing listing requirements on the NASDAQ Stock
Market.
For a period of three years following the Closing, and
provided SII continues to hold at least 80 percent of the Shares,
the Issuer granted, pursuant to the SPA, SII rights to purchase
securities of the Issuer for the purpose of maintaining up to its
percentage ownership interest in the Issuer. Those rights include
a right of first refusal to purchase up to SII?s pro rata share
of equity securities issued by the Issuer (including those issued
upon exercise of any incentive stock options or warrants
outstanding on the date of SPA or subsequently issued pursuant to
the Issuer?s existing stock incentive plan) and exclude: (i)
equity securities issued and sold by the Issuer in an
underwritten public offering thereof under a then-effective
registration statement under the Securities Act of 1933 Act; or
(ii) any Common Stock issued as consideration in connection with
or relating to any acquisitions, mergers or strategic partnership
transactions of the Issuer (or the subsidiary of the Issuer) that
have been approved by the Board after the Closing Date (other
than transactions entered into primarily for equity financing
purposes).
The SPA provides that for so long as SII holds more than 50
percent of the Issuer?s outstanding Common Stock, (i) the
Issuer?s Board of Directors shall consist of seven members, and
(ii) SII will have the right to designate four members of the
Board. SII 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 Issuer?s Common Stock (adjusted
for any stock splits, reverse splits or similar capital
transactions), then its respective designation right will cease.
SII has also 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 SII.
In addition, pursuant to the SPA, SII designated four
individuals for appointment to the Company's Board of Directors
effective upon the Closing, including the Chairman of the Board
and a member of the Audit Committee. In that regard, the Issuer
received the resignations of four of its current directors,
including the current Chairman of the Board and one member of the
Audit Committee, and the Board took all action necessary to fill
the resulting four vacancies with SII's designees effective upon
the Closing, including Mr. Dobbin designated as Chairman.
In connection with the Investment, the holders of shares of
Common Stock issued upon conversion of the Issuer?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 SII. In addition, the Series B Investors agreed, as of
December 13, 2010, to cancel their contractual director
designation rights granted in connection with the original
issuance of the Series B Preferred Stock. Pursuant to the
consent and waiver given by the Series B Investors, the Series B
Investors agreed to vote their shares in any election of
directors in favor of SII's designees and to vote their shares in
favor of the Investment.
The Shares sold to SII in the Investment were not registered
under the Securities Act of 1933 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 or an available exemption from federal
and state registration requirements. On December 13, 2010, the
Issuer and SII entered into a Registration Rights Agreement,
pursuant to which the Issuer granted to SII certain registration
rights to enable the public resale of the Shares. References to,
and descriptions of, the Registration Rights Agreement as set
forth in this Item 4 are qualified in their entirety by reference
to the Registration Rights Agreement included as an exhibit to
this Schedule 13D and incorporated by reference herein. Pursuant
to the Registration Rights Agreement, SII has the right to
require the Issuer to register for resale all or a portion of the
Shares within 45 days of SII's written request for such
registration. SII may not request more than two such
registrations under the Registration Rights Agreement. In
addition, the Registration Rights Agreement provides that if the
Issuer proposes to register for public sale shares of Common
Stock (including upon the request of a stockholder other than
SII), then SII shall have a right to include all or a portion of
the Shares in such registration.
Item 5. Interest in Securities of Issuer
(a)-(b) As described in Item 4, pursuant to the SPA, SII
has direct beneficial ownership and sole power to vote or dispose
of an aggregate amount of 4,200,000 shares of Common Stock which
constitutes 51.4% of the voting power of the Common Stock
outstanding on December 13, 2010. Mr. and Mrs. Dobbin may be
deemed to have indirect beneficial ownership and shared power to
direct the vote or direct the disposition of the Shares held by
SII through their joint ownership of SII and roles as officers
and directors of SII. On December 13, 2010, pursuant to the its
stock option plan, the Issuer granted Mr. Dobbin, as a director
of the Issuer, 2,000 immediately vested Non Qualified Stock
Options to purchase shares of common stock on a one-for-one basis
at an exercise price of $0.52 per share.
(c) Other than as set forth in this Schedule 13D, to the
best of each of the Reporting Person?s knowledge as of the date
hereof, none of the Reporting Persons beneficially own any other
Common Stock, and there have been no transactions in shares of
the Common Stock effected during the past 60 days by any of the
Reporting Persons.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth in Items 2 through 5, inclusive,
is hereby incorporated herein by reference. The SPA and
Registration Rights Agreement are included as exhibits to this
Schedule 13D and incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits to this
Scheduled 13D:
(1) Joint Filing Agreement, dated December 23, 2010, by and
among Small Island Investments Ltd., David Dobbin and Penelope
Dobbin.
(2) Securities Purchase Agreement between the Good Times
Restaurants Inc. and Small Island Investments Limited, dated
October 29, 2010 (incorporated herein by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by Good Times
Restaurants, Inc. on November 3, 2010).
(3) Registration Rights Agreement between the Good Times
Restaurants Inc. and Small Island Investments Limited, dated
December 13, 2010 (incorporated herein by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by Good Times
Restaurants, Inc. on December 17, 2010).
SIGNATURES
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.
Dated: December 21, 2010
SMALL ISLAND INVESTMENTS LTD
By: /s/David Dobbin
Name: David Dobbin
Title: Chairman of the Board
And:
/s/David Dobbin_______________________
David Dobbin
And:
/s/Penelope Dobbin____________________
Penelope Dobbin
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see See 18 U.S.C. 1001).
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule
13D with respect to the common stock of Good Times
Restaurants Inc. is, and any amendments hereto signed by
each of the undersigned shall be, filed on behalf of each of
us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: December 21, 2010
SMALL ISLAND INVESTMENTS LTD
By: /s/David Dobbin
Name: David Dobbin
Title: Chairman of the Board
And:
/s/David
Dobbin_______________________
David Dobbin
And:
/s/Penelope
Dobbin____________________
Penelope Dobbin
CUSIP NO. 382140887 13D