8-K

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 15, 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))

Item 1.01. Entry into a Material Definitive Agreement.

2006 Base Salaries and Bonus Targets for Named Executive Officers

     On August 15, 2006, the Compensation and Nominating Committee (the “Committee”) of Carmike Cinemas, Inc. (the “Company”), in consultation with the Company’s Chief Executive Officer (other than with respect to the Chief Executive Officer’s own compensation) and following the filing of the Company’s 2005 Annual Report on Form 10-K (on August 4, 2006), finalized and approved the 2006 base salaries and the financial and operating goals related to the 2006 cash bonus targets for the Company’s named executive officers.

     In particular, the Committee finalized and approved the 2006 base salaries for key executive officers which are not set forth in written agreements. Base salaries are generally subjective, but the factors considered by the Committee and the Chief Executive Officer included an assessment of competitive market practices, individual performance over time and each individual’s role and responsibilities in the Company. In addition, the Committee retained an independent compensation consultant to provide assistance in connection with 2006 compensation decisions. The amounts of the base salaries for the named executive officers are set forth in Exhibit 10.1, which is attached hereto and incorporated herein by reference.

     The Committee also finalized and approved financial and operating goals related to the 2006 cash bonus targets for the Company’s named executive officers. The financial goals are related to the achievement of specified levels of bonus EBITDA, and the operating goals relate to the achievement of certain non-financial objectives. The Company does not publish these objectives because doing so would disclose confidential business information. The amounts of the total 2006 cash bonus targets for the named executive officers are set forth in Exhibit 10.2, which is attached hereto and incorporated herein by reference.

2005 Bonuses for Named Executive Officers

     In addition, on August 15, 2006, the Committee finalized and approved the award of annual incentive cash bonuses for the 2005 fiscal year to the named executive officers. The amount of the awards were based in part on the Company’s bonus EBITDA for 2005 and in part on the achievement of certain non-financial operating goals. The amounts of the 2005 incentive cash bonuses are set forth in Exhibit 10.3, which is attached hereto and incorporated herein by reference. Based on actual 2005 performance, the 2005 bonuses are less than the target amounts previously disclosed in the Company’s Form 8-K filed on May 25, 2005. For example, based on 2005 levels of bonus EBITDA, the named executive officers earned 64.2% of the EBITDA-based portion of the 2005 bonus target.

Deferred Compensation Program

     The Company also maintains a deferred compensation program for its senior executives, including certain of the named executive officers, pursuant to which the Company pays additional cash compensation equal to 10% of such officer’s annual taxable compensation

(including equity-based compensation). The Company directs this additional cash compensation first into the participant’s individual retirement account, up to the legal limit, with the remainder directed into a trust. Distributions from the applicable trust are made upon or shortly after normal retirement, disability, death or termination of employment of a participant. The amounts earned during 2005 by such officers pursuant to the deferred compensation program are set forth in Exhibit 10.4, which is attached hereto and incorporated herein by reference. The amounts previously included in Item 11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 included amounts paid in 2005 under the deferred compensation program.

     On August 17, 2006, the Committee approved the participation of Richard B Hare, the Company’s Senior Vice President — Finance, Treasurer and Chief Financial Officer, in the deferred compensation program under the same terms as described above for the Company’s other named executive officers. In connection with Mr. Hare’s participation, the Company and Mr. Hare will execute the Company’s standard Deferred Compensation Agreement and standard Trust Agreement, the forms of which are filed as Exhibits 10.11 and 10.12, respectively, to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit 10.1	2006 Base Salaries for the Named Executive Officers
	Exhibit 10.2	2006 Cash Bonus Targets for the Named Executive Officers
	Exhibit 10.3	2005 Cash Bonuses for the Named Executive Officers
	Exhibit 10.4	2005 Deferred Compensation Amounts for the Named Executive Officers

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 21, 2006	By:	/s/ Lee Champion
		Lee Champion
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 10.1	2006 Base Salaries for the Named Executive Officers
Exhibit 10.2	2006 Cash Bonus Targets for the Named Executive Officers
Exhibit 10.3	2005 Cash Bonuses for the Named Executive Officers
Exhibit 10.4	2005 Deferred Compensation Amounts for the Named Executive Officers

EX-10.1

Exhibit 10.1

CARMIKE CINEMAS, INC.
2006 BASE SALARIES FOR THE NAMED EXECUTIVE OFFICERS

Named Executive Officer	2006 Base Salary
Michael W. Patrick	$	850,000	(1)
President, Chief Executive Officer and Chairman of the Board of Directors
Fred W. Van Noy	$	325,000
Senior Vice President and Chief Operating Officer
Lee Champion (2)	$	290,000
Senior Vice President, General Counsel and Secretary
Richard B. Hare (2)	$	275,000
Senior Vice President — Finance, Treasurer and Chief Financial Officer
Anthony J. Rhead	$	225,000
Senior Vice President — Film and Secretary

(1)	Mr. Patrick’s base salary is set pursuant to the terms of his employment agreement with the Company effective as of January 31, 2002.
(2)	The Company expects Mr. Hare and Mr. Champion to be named executive officers for the fiscal year ended December 31, 2006.

EX-10.2

Exhibit 10.2

CARMIKE CINEMAS, INC.
2006 CASH BONUS TARGETS FOR THE NAMED EXECUTIVE OFFICERS

Named Executive Officer	2006 Bonus Target (1)
Michael W. Patrick	$	425,000	(2)
President, Chief Executive Officer and Chairman of the Board of Directors
Fred W. Van Noy	$	125,000
Senior Vice President and Chief Operating Officer
Lee Champion (3)	$	75,000
Senior Vice President, General Counsel and Secretary
Richard B. Hare (3)	$	137,500
Senior Vice President — Finance, Treasurer and Chief Financial Officer
Anthony J. Rhead	$	125,000
Senior Vice President — Film and Secretary

(1)	A portion of the bonus target is tied to the achievement of specified levels of bonus EBITDA; and a portion of the bonus target is tied to non-financial objectives. Depending on actual performance, the actual bonus may be more or less than the target amount.
(2)	Mr. Patrick’s bonus target is set pursuant to the terms of his employment agreement with the Company effective as of January 31, 2002.
(3)	The Company expects Mr. Hare and Mr. Champion to be named executive officers for the fiscal year ended December 31, 2006.

EX-10.3

Exhibit 10.3

CARMIKE CINEMAS, INC.
2005 CASH BONUSES FOR THE NAMED EXECUTIVE OFFICERS

Named Executive Officer	2005 Cash Bonus (1)
Michael W. Patrick	$	667,238	(2)
President, Chief Executive Officer and Chairman of the Board of Directors
Fred W. Van Noy	$	92,688
Senior Vice President and Chief Operating Officer
Martin A. Durant (3)	$	76,375
Senior Vice President — Finance, Treasurer and Chief Financial Officer
Anthony J. Rhead	$	88,938
Senior Vice President — Film and Secretary
Gary F. Krannacker	$	51,415
Vice President of Operations

(1)	A portion of the 2005 bonus target was tied to the achievement of specified levels of bonus EBITDA; and a portion of the 2005 bonus target was tied to non-financial objectives. Based on actual 2005 performance, the 2005 bonuses are less than the target amounts previously disclosed in the Company’s Form 8-K filed on May 25, 2005.
(2)	The Company previously agreed to pay Mr. Patrick a bonus in any quarter that it pays a dividend equal to the number of shares remaining to be issued pursuant to his employment agreement multiplied by the quarterly dividend per share for such quarter. In 2005, a total of $364,000 was earned by Mr. Patrick in connection with this dividend-related bonus and is included in the bonus amount above. The remaining $303,238 of the 2005 bonus amount is based on 2005 actual performance (as described in Note 1 above).
(3)	Mr. Durant’s retirement was effective March 31, 2006.

EX-10.4

Exhibit 10.4

CARMIKE CINEMAS, INC.
2005 DEFERRED COMPENSATION AMOUNT
FOR THE NAMED EXECUTIVE OFFICERS

	2005 Deferred
Named Executive Officer	Compensation Amount (1)
Michael W. Patrick	$	1,075,823	(2)
President, Chief Executive Officer and Chairman of the Board of Directors
Fred W. Van Noy	$	133,278
Senior Vice President and Chief Operating Officer
Martin A. Durant (3)	$	138,891
Senior Vice President — Finance, Treasurer and Chief Financial Officer
Anthony J. Rhead	$	87,907
Senior Vice President — Film and Secretary
Gary F. Krannacker	$	8,345	(4)
Vice President of Operations

(1)	Pursuant to the Company’s deferred compensation arrangements, the Company pays additional cash compensation equal to 10% of certain named executive officer’s annual taxable compensation (including equity-based compensation). The Company directs this additional cash compensation first into the participant’s individual retirement account, up to the legal limit, with the remainder directed into a trust. Distributions from the applicable trust are made upon or shortly after normal retirement, disability, death or termination of employment of a participant. The amounts set forth in the table equal the amounts earned during 2005 by such officers pursuant to the deferred compensation arrangement.
(2)	This amount includes $923,910 earned by Mr. Patrick in 2005 (pursuant to the deferred compensation arrangement) attributable to 260,000 shares of restricted stock which vested on January 31, 2005 pursuant Mr. Patrick’s employment agreement, effective as of January 31, 2002.
(3)	Mr. Durant’s retirement was effective March 31, 2006.
(4)	Mr. Krannacker is not a participant in the deferred compensation arrangement described in Note 1 above. However, Mr. Krannacker does receive additional cash compensation equal to 5% of his taxable compensation which is contributed to an IRA.