-----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, CoQN7JE5Sq8MZEoB5OWVuE2Ifzwk78yHAmgwxg5IE/oMWA/QAC4099il3hR225vL iiJnfzjOgmmnF5hLZiXD7w== 0000950144-06-008014.txt : 20060816 0000950144-06-008014.hdr.sgml : 20060816 20060816163715 ACCESSION NUMBER: 0000950144-06-008014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060814 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: 20060816 DATE AS OF CHANGE: 20060816 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: 061038581 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 g03047e8vk.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):
August 14, 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 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 National 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, for the year ended December 31, 2005 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.

2


 

Item 9.01.   Financial Statements and Exhibits.
     (d) Exhibits.
          Exhibit 99.1     Press release, dated August 16, 2006.

3


 

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: August 16, 2006  By:   /s/ Lee Champion    
    Lee Champion   
    Senior Vice President, General Counsel and Secretary   

4


 

         
EXHIBIT INDEX
     
Exhibit Number   Description
 
 Exhibit 99.1  
Press release, dated August 16, 2006.

5

EX-99.1 2 g03047exv99w1.htm EX-99.1 PRESS RELEASE EX-99.1 PRESS RELEASE
 

Exhibit 99.1
CARMIKE CINEMAS ANNOUNCES NOTICE FROM NASDAQ
REGARDING DELAYED FORM 10-Q FILING
COLUMBUS, GA — August 16, 2006 — Carmike Cinemas, Inc. (NASDAQ: CKEC) announced today that on August 14, 2006 it received a notice from The Nasdaq Stock Market, Inc. (“Nasdaq”) indicating that Nasdaq had not received Carmike’s Form 10-Q for the quarter ended June 30, 2006, as required by Marketplace Rule 4310(c)(14). As a result, the Nasdaq Listing Qualifications Panel (the “Panel”) will consider the matter in rendering a determination of Carmike’s continued listing on Nasdaq. As announced on July 31, 2006, the Panel has agreed to extend the deadline for filing Carmike’s Form 10-Q for the quarter ended March 31, 2006 until August 22, 2006, and if Carmike meets this deadline, the Panel indicated that it would consider a brief extension of time in which to file the 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 297 theatres and 2,454 screens in 37 states, as of March 31, 2006. 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 for the year ended December 31, 2005 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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