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): September 27, 2010

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 1.01. Entry into a Material Definitive Agreement.

Subscription Agreement

On September 27, 2010, Carmike Cinemas, Inc. (the “Corporation”) entered into a subscription agreement (the “Subscription Agreement”) for its acquisition of a 20% profits interest in the business of Screenvision, a theatre advertising company. The Subscription Agreement is between the Corporation and SV Holdco, LLC (“SV Holdco”), a holding company that will own the Screenvision business. Screenvision entered into the Subscription Agreement concurrently with, and in consideration of, the Corporation renewing and extending its theater exhibition agreement with Screenvision.

Pursuant to the Subscription Agreement, the Corporation will receive membership units of SV Holdco (the “Units”), representing 20% of the issued and outstanding membership units of SV Holdco, a holding company of the Screenvision business. Following the closing (the “Closing”) of a concurrent unit purchase involving Screenvision’s current owners, the remaining ownership interest in SV Holdco and in the Screenvision business will be held by Technicolor, Inc., Shamrock Capital Growth
Fund II, LP and their affiliates (collectively, the “Other Members”). The Closing is expected to occur in October 2010 and is subject to regulatory and other customary conditions. The Units are expected to be issued upon the date of the Closing.

Pursuant to the Subscription Agreement, the Corporation will receive additional Units or will forfeit some of its Units based upon changes in the Corporation’s future theatre and screen count. The Units received at the Closing will have a set distribution threshold of a fixed amount equal to the initial equity value of SV Holdco at the Closing, and any additional Units received will have a distribution threshold equal to the equity value of SV Holdco determined at the time of issuance of such additional Units. The Units entitle the Corporation to receive, upon liquidation of SV Holdco, a pro rata share of the liquidation proceeds, provided that the applicable distribution thresholds are satisfied. To effectuate the foregoing, any available profits or appreciation in the assets of
SV Holdco above the applicable distribution thresholds will be allocated first to the Corporation, until its share of the assets to be distributed equals its pro rata share of the issued and outstanding membership units of SV Holdco.

Operating Agreement

Upon the Closing, the Corporation and the Other Members will enter into a Limited Liability Company Agreement of
SV Holdco, LLC (the “Operating Agreement”), in the form provided in the Subscription Agreement. The Operating Agreement provides that the Corporation will be entitled to appoint one member to the board of managers of SV Holdco (subject to being excluded during board consideration of competitively sensitive topics) and will have approval rights over certain significant corporate events, provided that the Corporation’s continuing ownership interest in SV Holdco meets certain thresholds. In addition, the Operating Agreement provides that certain additional significant corporate events will require unanimous approval of SV Holdco’s board of managers and/or supermajority approvals of SV Holdco’s members. The Operating Agreement may be amended by the vote or consent of a majority of SV Holdco’s members, provided that, in general, an amendment adversely affecting the Corporation must be approved by it.

The Operating Agreement provides that units of SV Holdco may not be transferred except under certain limited circumstances. The Operating Agreement provides a right of first refusal in favor of SV Holdco and its members in connection with certain specified transfers of SV Holdco units. The Operating Agreement also provides “tag-along rights” that allow SV Holdco members to participate in certain specified transfers of units and “drag-along rights” that require SV Holdco members to participate in certain specified transfers of units. In addition, the Operating Agreement provides SV Holdco members with certain customary “demand” and “piggyback” registration rights.

Item 8.01. Other Events.

On September 27, 2010, the Corporation issued a press release related to the transactions described herein, which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

    Exhibit 99.1 Press release dated September 27, 2010

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: October 1, 2010	By:	/s/ Richard B. Hare
		Richard B. Hare
		Senior Vice President—Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated September 27, 2010

EX-99.1

Exhibit 99.1

NEWS ANNOUNCEMENT

Carmike Cinemas Extends Long-Term Agreement With Cinema Advertising

Leader Screenvision and Receives Ownership Interest

September 27, 2010

COLUMBUS, Ga. — Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3D motion picture exhibitor, today announced the modification of a long-term, exclusive exhibition agreement with Screenvision, a leading innovator in cinema advertising. The modified agreement extends Carmike’s existing relationship with Screenvision for a 30-year term. In addition to its regular periodic payments throughout the term of the agreement, Carmike will receive a cash payment of $30 million in January, 2011. Carmike will also receive an approximately 20% ownership interest in the growth of Screenvision.

“We have been a business partner of Screenvision for over twenty years and we plan to be a partner for many more,” said David Passman, President & Chief Executive Officer of Carmike. “Adding an ownership interest to our already excellent business relationship is an exciting opportunity for Carmike’s shareholders to benefit in the growth of Screenvision. In addition, although still in its early stages, we expect alternative content to play an increasingly important role in further enhancing capacity utilization of entertainment complexes, and with its growing digital footprint and extensive distribution network, we believe Screenvision continues to be the right partner for Carmike.”

“Carmike is a technological innovator in the exhibition industry and our partnership has only become stronger with this agreement,” said Darryl Schaffer, Executive Vice President – Exhibitor Relations at Screenvision.

The extended exhibition agreement is effective upon closing of Carmike’s acquisition of the ownership interest in Screenvision, which is expected to be in October 2010.

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema and 3-D cinema deployments and one of the nation’s largest motion picture exhibitors. As of June 30, 2010, Carmike had 240 theatres with 2,250 screens in 35 states. Carmike’s digital cinema footprint reached 2,125 screens, including 197 theatres with 544 screens that are also equipped for 3-D. Carmike’s focus for its theatre locations is small to mid-sized communities with populations of fewer than 100,000.

About Screenvision

Headquartered in New York, N.Y., Screenvision is a national leader in cinema advertising, offering on-screen advertising, in-lobby promotions and integrated marketing programs to national, regional and local advertisers and providing comprehensive cinema advertising representation services for its theatrical exhibitor partners. The Screenvision cinema advertising network is comprised of over 15,000 screens in 2,500 theatre locations across all 50 states and 93% of DMAs nationwide; delivering through more than 150 theatrical circuits, including 10 of the top 15 exhibitor companies. For more information: www.screenvision.com.

Disclosure Regarding Forward-Looking Statements

This press release and other written or oral statements made by or on behalf of Carmike contain forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs, expectations and future performance, 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 press release include our expectations regarding future operating results, the growth of the Screenvision equity interest and the consummation of the Screenvision transactions described herein. Forward-looking statements are only predictions and are not guarantees of performance. 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: general economic conditions in our regional and national markets; our ability to comply with covenants contained in our senior secured credit agreement; our ability to operate at expected levels of cash flow; financial market conditions including, but not limited to, changes in interest rates and the availability and cost of capital; our ability to meet our contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; and other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009 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.

Contact:

Robert Rinderman or Joseph Jaffoni	Richard B. Hare
Jaffoni & Collins – Investor Relations	Chief Financial Officer
212/835-8500 or ckec@jcir.com	706/576-3416

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