As filed with the Securities and Exchange Commission on December 22, 2016
Registration No. 333-196305
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CARMIKE CINEMAS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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58-1469127 |
(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification No.) |
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
(Address, including zip code, of Principal Executive Offices)
Carmike Cinemas, Inc. 2014 Incentive Stock Plan
Carmike Cinemas, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Kevin M. Connor, Esq.
Senior Vice President, General Counsel and Secretary
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
(913) 213-2000
(Name, address and telephone number of agent for service)
Copy to:
Kirstin P. Salzman
Husch Blackwell LLP
4801 Main Street
Suite 1000
Kansas City, Missouri 64112
(816) 983-8000
DEREGISTRATION OF UNSOLD SECURITIES
Carmike Cinemas, Inc. (the Company) is filing with the Securities and Exchange Commission (the SEC) this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-196305) (the Registration Statement) filed with the SEC on May 28, 2014, pursuant to which the Company registered 2,581,080 shares of the Companys common stock, par value $0.03 per share, for issuance under the Companys Carmike Cinemas, Inc. 2014 Incentive Stock Plan and Carmike Cinemas, Inc. Employee Stock Plan (the Plans).
Pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of July 24, 2016 (the Merger Agreement), among the Company, AMC Entertainment Holdings, Inc. (AMC) and Congress Merger Subsidiary, Inc., an indirect, wholly-owned subsidiary of AMC (Merger Sub), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of AMC (the Merger). In connection therewith, and subject to the terms of the Merger Agreement, at the effective time and as a result of the Merger, each share of common stock issued and outstanding immediately prior to the effective time of the Merger, was cancelled, and each option to purchase shares of Common Stock will no longer be exercisable for shares of common stock. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any and all shares of the Companys common stock covered by the Registration Statement which remain unissued as of the date of this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, State of Kansas, on December 22, 2016.
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CARMIKE CINEMAS, INC. | |
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By: |
/s/ Adam M. Aron |
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Adam M. Aron |
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Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated:
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Date |
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/s/ Adam M. Aron |
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President and Chief Executive Officer |
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December 22, 2016 |
Adam M. Aron |
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(Principal Executive Officer) |
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/s/ Craig R. Ramsey |
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Director and Chief Financial Officer |
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December 22, 2016 |
Craig R. Ramsey |
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(Principal Financial and Accounting Officer) |
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/s/ John D. McDonald |
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Director |
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December 22, 2016 |
John D. McDonald |
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/s/ Kevin M. Connor |
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Director |
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December 22, 2016 |
Kevin M. Connor |
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