-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JRnHCM/gyjkb6meM7cnfowD69u74zt6+OTMDT+hLKQYDttbTxj6SSBThtJi0xD/k cB9sMMIYnp5G/rM6kS49rw== 0000950144-04-011645.txt : 20041130 0000950144-04-011645.hdr.sgml : 20041130 20041130171020 ACCESSION NUMBER: 0000950144-04-011645 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041123 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041130 DATE AS OF CHANGE: 20041130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 041175224 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 8-K 1 g92165e8vk.htm CARMIKE CINEMAS,INC. CARMIKE CINEMAS,INC.
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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):
November 23, 2004

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)
         
Delaware   000-14993   58-1469127

 
 
 
 
 
(State or Other
Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification Number)
         
1301 First Avenue, Columbus, Georgia
  31901

 
 
 
(Address of Principal Executive Offices)
  (Zip Code)

Registrant’s telephone number, including area code: (706) 576-3400

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:

[  ] 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))

 


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Signatures
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED NOVEMBER 30,2004


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Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a) On November 30, 2004, Carmike Cinemas, Inc. (“Carmike”) issued a press release announcing that it received a notice, dated November 23, 2004, from the Nasdaq Listing Qualifications staff (the “Staff”) indicating that because The Nasdaq Stock Market, Inc. (“Nasdaq”) had not received Carmike’s Form 10-Q for the third quarter ended September 30, 2004, Carmike is no longer in compliance with Nasdaq Marketplace Rule 4310(c)(14). As a result, Carmike’s securities are subject to delisting from the Nasdaq Stock Market at the opening of business on December 2, 2004 unless Carmike requests a hearing in accordance with Nasdaq’s Marketplace Rule 4800 Series. Carmike plans to appeal the Staff’s determination and has requested a hearing by a Nasdaq Listing Qualifications Panel pursuant to the procedures set forth in the Nasdaq Marketplace Rules 4800 Series. Carmike’s securities will remain listed pending the result of such appeal. There can be no assurance that the Panel will grant Carmike’s request for continued listing.

In addition, as a result of Carmike’s filing delinquency, a fifth character, “E”, has been appended to its trading symbol; accordingly, Carmike’s trading symbol has changed from CKEC to CKECE. A copy of the Press Release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 3.01 by reference. As previously announced, Carmike is continuing its ongoing evaluation of lease accounting issues arising in prior years. Carmike is working with its current independent auditors as well as its independent auditors for years prior to fiscal 2003 to resolve these issues as quickly as possible.

Item 9.01.  Financial Statements and Exhibits.

(c)      Exhibits.

Exhibit 99.1 Press release issued by Carmike Cinemas, Inc. on November 30, 2004.

 


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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.
         
  CARMIKE CINEMAS, INC.
 
 
Date: November 30, 2004  By:   /s/  Martin A. Durant  
    Martin A. Durant   
    Senior Vice President – Finance, Treasurer and Chief Financial Officer   
 

 


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EXHIBIT INDEX

     
Exhibit Number
  Description
99.1
  Press release issued by Carmike Cinemas, Inc. on November 30, 2004.

 

EX-99.1 2 g92165exv99w1.htm EX-99.1 PRESS RELEASE DATED NOVEMBER 30,2004 EX-99.1 PRESS RELEASE DATED NOVEMBER 30,2004
 

Exhibit 99.1

Carmike Cinemas Announces Notice From Nasdaq Regarding Delayed Filing

COLUMBUS, GA — (MARKET WIRE) — 11/30/2004 — Carmike Cinemas, Inc. (NASDAQ: CKECE) announced today that it is continuing to work with its past and present independent auditors regarding the highly technical accounting treatment of leases on seven of its theatres entered into in prior years. As previously disclosed, Carmike has delayed the filing of its Form 10-Q for the quarter ended September 30, 2004. Carmike has received notice from Nasdaq that it is no longer in compliance with Nasdaq Marketplace Rule 4310(c)(14), which requires timely filing of reports with the SEC. This could result in the delisting of Carmike’s securities by Nasdaq. Carmike has requested a hearing from the Nasdaq Listing Qualifications Panel on this matter to present its position. Any action by Nasdaq will be stayed until the hearing is completed and a decision is issued. Carmike’s securities will remain listed pending the result of this process. There can be no assurance that Nasdaq will grant Carmike’s request for continued listing. In addition, as a result of Carmike’s filing delinquency, a fifth character, “E,” has been appended to its trading symbol; accordingly, Carmike’s trading symbol has changed from CKEC to CKECE.

The resolution of the lease accounting issue could result in a restatement of certain leases as “long-term financing obligations” under Emerging Issues Task Force 97-10. Management believes that this could generally increase Carmike’s long-term assets and long-term liabilities by approximately offsetting amounts. Additionally, management believes the ultimate resolution of the lease accounting issue is not expected to result in a significant change in total stockholders’ equity or impact the cash flows of the business. However, due to the highly technical nature of the lease accounting issue there can be no assurance as to the ultimate accounting impact.

“We appreciate the patience and understanding our stockholders have given the company during this delay. We continue to work diligently with our two independent auditors to conclude our review and to file our Form 10-Q as soon as practicable,” stated Martin A. Durant, Carmike’s Senior Vice President — Finance and Chief Financial Officer.

Carmike is a premiere motion picture exhibitor in the United States with 282 theatres and 2,175 screens in 36 states, as of September 30, 2004. Carmike’s focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000. As described above, Carmike’s common stock is currently traded on the Nasdaq National Market under the ticker symbol “CKECE.” For more information visit Carmike’s website, www.carmike.com.

This press release may contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of our management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to the timely resolution of the accounting issues discussed above. The risk factors discussed in our Form 10-K under the heading “Risk Factors” are specifically incorporated by reference in this press release.

We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Company Contact:
Judy Russell
Director of Investor and Public Relations
Carmike Cinemas, Inc.
706-576-2737

 

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