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))
 
 

 


TABLE OF CONTENTS

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.

 


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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.