8-K 1 d8k.htm FORM 8-K Form 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):

November 9, 2007

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a regular meeting of the Board of Directors (the “Board”) of Carmike Cinemas, Inc. (the “Company”) held on November 9, 2007, the Board voted to amend and restate the Company’s By-Laws, as amended (the “By-Laws”), effective immediately. Article V of the By-Laws was amended to give the Board the authority to issue shares of stock in uncertificated (book-entry) form and to provide for the transfer of uncertificated shares (the “Amendment”).

The ability to issue uncertificated shares allows the Company to comply with the Rules of the Nasdaq Stock Market, Inc., which require that all listed companies make their outstanding shares eligible for a direct registration program by permitting the book-entry ownership of their shares by January 1, 2008.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on November 12, 2007 announcing that the Company had posted a new investor presentation entitled “Operating Performance Improvement Plan” on the investor relations section of the Company’s website at http://www.carmikeinvestors.com.

The presentation is furnished as Exhibit 99.1 and incorporated herein by reference in its entirety.

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 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. Examples of forward-looking statements in this presentation include the potential sale-leaseback transactions, the potential disposition of assets, the estimated value of our real estate, the amount of proceeds from these transactions, our ticket and concession price increases, our cost control measures, our strategies and operating goals, and our capital expenditure and theater expansion/closing plans. 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, but are not limited to:

 

   

the inability to consummate the transactions described in this presentation on terms favorable to us;


   

the inability to satisfy any conditions to closing or to complete any related financing in connection with the transactions described in this presentation;

 

   

our ability to comply with covenants contained in our senior secured credit agreement;

 

   

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;

 

   

identified material weaknesses in internal control over financial reporting;

 

   

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, 2006 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 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 these in light of new information or future events.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 3.1    Amended and Restated By-Laws of Carmike Cinemas, Inc.
Exhibit 99.1    Investor presentation entitled “Operating Performance Improvement Plan”


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:   November 13, 2007     By:   /s/ Lee Champion
        Lee Champion
        Senior Vice President, General Counsel
        and Secretary


EXHIBIT INDEX

 

Exhibit
Number
  

Description

Exhibit 3.1    Amended and Restated By-Laws of Carmike Cinemas, Inc.
Exhibit 99.1    Investor presentation entitled “Operating Performance Improvement Plan”