-----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, UdZDdF0Bq1ggPzLb9bZdtuG/A8vE7betjW7wlr48UPCO8mMrayUD/r4GWY5rPtaC Z3ar32DvH2kBTQKusZzD9w== 0000950144-06-007169.txt : 20060801 0000950144-06-007169.hdr.sgml : 20060801 20060801112913 ACCESSION NUMBER: 0000950144-06-007169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 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: 06993272 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 g02665e8vk.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):
July 31, 2006
Carmike Cinemas, Inc.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware   000-14993   58-1469127
         
(State or Other   (Commission   (IRS Employer
Jurisdiction   File Number)   Identification Number)
of Incorporation)        
         
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))
 
 

 


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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
Signatures
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED 7-31-06


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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a) The press release attached as Exhibit 99.1 to this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
Item 8.01. Other Events.
The press release attached as Exhibit 99.1 to this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. Examples of forward-looking statements in this Form 8-K include the Company’s expectations with regard to filing its periodic reports with the Securities and Exchange Commission and continued listing with the Nasdaq Global Market. These statements are based on beliefs and assumptions of the Company’s 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 the Company’s ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include:
    our ability to comply with covenants contained in our senior secured credit agreement;
 
    our ability to maintain our Nasdaq listing;
 
    our ability to operate at expected levels of cash flow;
 
    the availability of suitable motion pictures for exhibition in our markets;
 
    competition in our markets;
 
    competition with other forms of entertainment;
 
    the effect of our leverage on our financial condition; and
 
    other factors, including the risk factors previously disclosed in our Annual Report on Form 10-K Amendment No. 2, for the year ended December 31, 2004 under the caption “Risk Factors.”
The Company believes 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 the Company undertakes no obligation to update publicly any of them in light of new information or future events.

 


Table of Contents

Item 9.01. Financial Statements and Exhibits.
  (d)   Exhibits.
 
      Exhibit 99.1 Press release, dated July 31, 2006.

 


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

 


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

 

EX-99.1 2 g02665exv99w1.htm EX-99.1 PRESS RELEASE DATED 7-31-06 EX-99.1 PRESS RELEASE DATED 7-31-06
 

Exhibit 99.1
CARMIKE CINEMAS OBTAINS EXTENSION FROM NASDAQ
COLUMBUS, GA — July 31, 2006 — Carmike Cinemas, Inc. (NASDAQ: CKEC) announced today that it has received a notice from Nasdaq indicating that the Nasdaq Listing Qualifications Panel has determined to grant Carmike’s request for continued listing on the Nasdaq Global Market based on Carmike’s most recent extension request. The Panel’s determination is conditioned upon Carmike filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, all required restatements, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 by no later than August 22, 2006. In addition, if Carmike meets this extended deadline, the Panel also agreed to consider a brief extension of time to allow Carmike to file its Form 10-Q for the quarter ended June 30, 2006. While Carmike hopes to satisfy all terms of the Panel’s decision and thereby maintain its Nasdaq listing, it can provide no assurances that it will ultimately be able to do so.
About Carmike Cinemas
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.
This press release contains 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, “believes,” “expects,” “anticipates,” “plans,” “estimates” or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. Examples of forward-looking statements in this press release include Carmike’s expectations with regard to filing its periodic reports with the Securities and Exchange Commission and continued listing with the Nasdaq Global Market. These statements are based on beliefs and assumptions of 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. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include:
    our ability to comply with covenants contained in our senior secured credit agreement;
 
    our ability to maintain our Nasdaq listing;
 
    our ability to operate at expected levels of cash flow;
 
    the availability of suitable motion pictures for exhibition in our markets;

 


 

    competition in our markets;
 
    competition with other forms of entertainment;
 
    the effect of our leverage on our financial condition; and
 
    other factors, including the risk factors disclosed in our Annual Report on Form 10-K/A Amendment No. 2 for the year ended December 31, 2004 under the caption “Risk Factors.”
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:
Investor Relations
203/682-8211

 

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