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): October 1, 2011
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) |
Registrants 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On October 1, 2011, upon the recommendation of the Compensation and Nominating Committee, the Board of Directors of Carmike Cinemas, Inc. (the Company) elected Mark R. Bell as a member of the Board of Directors, effective immediately. The Companys Board of Directors has also appointed Mr. Bell to serve on its Audit Committee. Mr. Bell was not elected pursuant to any arrangement or understanding between him and any other persons and there are no prior relationships between Mr. Bell and the Company or transactions with the Company in which Mr. Bell had any material interest. Mr. Bell will be entitled to receive compensation in accordance with the Companys non-employee director compensation package.
Mr. Bell, 66, is a retired senior partner at Pricewaterhouse Coopers, LLP and Arthur Anderson, LLP and has over 36 years of experience in the energy, utility and telecom industries. Currently, Mr. Bell serves as a director and Audit Committee Chairman of Reliability First Corporation, a not-for-profit company whose mission is to serve and enhance electric service reliability and security, and as a director and Audit Committee Chairman of TRX Corporation, a global technology company specializing in travel technology and data services.
The Company has entered into an Indemnification Agreement (the Indemnification Agreement) on its standard form for such agreements with Mr. Bell. Under the Indemnification Agreement, the Company will agree to indemnify Mr. Bell against liability, subject to certain limitations, arising out of his performance of his duties to the Company. The Indemnification Agreement will provide indemnification in addition to the indemnification provided by the Companys certificate of incorporation, by-laws and applicable law. Among other things, the Indemnification Agreement will provide indemnification for certain expenses (including attorneys fees), judgments, fines and settlement amounts actually and reasonably incurred by Mr. Bell in any action or proceeding, including any action by or in the right of the Company, arising out of his service to the Company or to any other entity to which he provides services at the Companys request. Further, the Company will agree to advance expenses, subject to certain limitations, Mr. Bell may incur as a result of any proceeding against him as to which he could be indemnified.
The foregoing description of the Indemnification Agreement is a general description only and is qualified in its entirety by reference to the form of Indemnification Agreement, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K Filed on March 11, 2009 and incorporated herein by reference.
A copy of the Companys press release regarding the above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit 99.1 Press release, dated October 3, 2011.
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 3, 2011 | By: | |||||
/s/ Daniel E. Ellis | ||||||
Daniel E. Ellis | ||||||
Senior Vice President General Counsel and Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
Exhibit 99.1 | Press release, dated October 3, 2011. |
Exhibit 99.1
NEWS ANNOUNCEMENT
Carmike Cinemas Appoints Mark R. Bell to Board of Directors
COLUMBUS, GA October 3, 2011 Carmike Cinemas, Inc. (NASDAQ: CKEC), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today announced the appointment of Mark R. Bell, to its board of directors. In addition, Mr. Bell has been appointed to serve on the Audit Committee of the Board of Directors. Mr. Bells election to the Board of Directors was effective on October 1, 2011.
Mr. Bell, 66, is a retired senior partner at Pricewaterhouse Coopers, LLP and Arthur Anderson, LLP and has over 36 years of experience in the energy, utility and telecom industries. Mr. Bell has provided a wide range of professional services to numerous Fortune 500 and mid cap companies during his professional career including advising on mergers and acquisitions. Currently, Mr. Bell serves as a director and Audit Committee Chairman of Reliability First Corporation, a not-for-profit company whose mission is to serve and enhance electric service reliability and security and as a director and Audit Committee Chairman of TRX Corporation, a global technology company specializing in travel technology and data services.
Carmike Cinemas President and Chief Executive Officer David Passman said, Mr. Bells vast financial expertise and experience in a wide array of industries will undoubtedly be an asset to our Corporation. As Carmike looks to grow its circuit, we are confident that Mark will make a valuable contribution.
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 nations largest motion picture exhibitors. As of June 30, 2011, Carmike had 235 theatres with 2,215 screens in 36 states. Carmikes digital cinema footprint reached 2,083 screens, including 207 theatres with 724 screens that are also equipped for 3-D. Carmikes focus for its theatre locations is small to mid-sized communities.
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 the Companys strategies and operating goals. 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, 2010, 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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