-----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, VUlmM9AvU6SE4jjxd3EVFkdL/QyIwDLsfqtH3kDTLFHa/EYA0Kpig5Ql/RnRbTUq t80EehLaLcimBMEZnlBTKg== 0000950144-06-003050.txt : 20060331 0000950144-06-003050.hdr.sgml : 20060331 20060331164319 ACCESSION NUMBER: 0000950144-06-003050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060328 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: 20060331 DATE AS OF CHANGE: 20060331 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: 06729496 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 g00587k2e8vk.htm CARMIKE CINEMAS, INC. CARMIKE CINEMAS, INC.
 

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):
March 28, 2006
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:
    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.
     (a) On March 31, 2006, Carmike Cinemas, Inc. (“Carmike”) issued a press release (attached hereto as Exhibit 99.1 and incorporated herein by reference) announcing that it received a notice dated March 28, 2006 from the Nasdaq Listing Qualifications staff (the “Staff”) indicating that because The Nasdaq Stock Market, Inc. (“Nasdaq”) had not received Carmike’s Form 10-K for the year ended December 31, 2005, 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 April 6, 2006 unless Carmike requests a hearing in accordance with Nasdaq’s Marketplace Rule 4800 Series. Carmike plans to appeal the Staff’s determination and will request 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.
Item 9.01.   Financial Statements and Exhibits.
     (d) Exhibits.
          Exhibit 99.1 Press release dated March 31, 2006.

 


 

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:  March 31, 2006  By:   /s/ Lee Champion  
    Lee Champion   
    Senior Vice President, General Counsel and Secretary   

 


 

         
EXHIBIT INDEX
     
Exhibit Number   Description
99.1
  Press release dated March 31, 2006.

 

EX-99.1 2 g00587k2exv99w1.htm EX-99.1 PRESS RELEASE DATED MARCH 31, 2006 EX-99.1 PRESS RELEASE DATED MARCH 31, 2006
 

Exhibit 99.1
Carmike Cinemas, Inc. Announces Notice From Nasdaq Regarding Delayed Form 10-K Filing
COLUMBUS, GA — (MARKET WIRE) — 3/31/2006 — As disclosed last week, Carmike Cinemas, Inc. (NASDAQ: CKEC) has delayed the filing of its Form 10-K for the year ended December 30, 2005. Carmike received notice from Nasdaq on March 28, 2006 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 plans to request 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.
Carmike also announced that it will host a conference call today, March 31, 2006, at 4:30 PM Eastern to discuss this press release. There will be a live webcast available on our website at www.carmike.com under the Investor Relations heading.
Participant Dial-in Numbers:
U.S. Toll Free: 800-391-2548
Canadian Toll Free: 866-627-1646
International Toll: 302-709-8328
Verbal passcode (to be given to the operator) VD338624
A replay of the call will be available on our website one hour after the call.
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 previously disclosed, our ability to obtain the necessary waivers from our lenders and our continued listing on the Nasdaq National Market. The risk factors discussed in our Form 10-K/A for the year ended December 31, 2004 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.
Carmike Cinemas, Inc. is a premiere motion picture exhibitor in the United States with 301 theatres and 2,475 screens in 37 states, as of December 31, 2005. Carmike’s focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000. Carmike’s common stock is traded on the NASDAQ National Market under the ticker symbol “CKEC”. For more information visit Carmike’s website, www.carmike.com.
Company Contact:
Judy Russell
Director of Investor and Public Relations
706/576-2737

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