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, 2014

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 2.01. Completion of Acquisition or Disposition of Assets.

On August 15, 2014, Carmike Cinemas, Inc. (“Carmike” or the “Corporation”) completed its previously-announced acquisition (the “Acquisition”) of Digital Cinema Destinations Corp. (“Digiplex”) pursuant to an Agreement and Plan of Merger, dated May 15, 2014 (the “Merger Agreement”), with Digiplex and Badlands Acquisition Corporation, a wholly-owned subsidiary of Carmike (“Merger Sub”). As a result of the Merger Agreement, Digiplex is now a wholly-owned subsidiary of the Corporation. Digiplex currently operates 21 entertainment complexes in eight U.S. states. In consideration of the Acquisition, each issued and outstanding share of Digiplex Class A common stock and Class B common stock, except for any shares owned by Carmike, Merger Sub, Digiplex or any of their respective subsidiaries, was converted into the right to receive 0.1765 shares of Carmike common stock. The terms of the Acquisition and the Merger Agreement were previously disclosed in a Registration Statement on Form S-4 filed by the Corporation on July 1, 2014.

On August 15, 2014, Carmike completed the purchase of all of Start Media, LLC’s membership interest in Start Media/Digiplex, LLC, a Delaware limited liability company (the “JV”), for $10,977,574 in cash, pursuant to a Membership Interest Purchase Agreement dated May 15, 2014. Digiplex is the owner of the remainder of the membership interests in the JV.

Other than with respect to the matters described herein and the transactions related thereto, neither the Corporation nor any of its affiliates has any material relationship with Digiplex or Start Media, LLC.

Item 7.01. Regulation FD Disclosure.

On August 15, 2014 the Corporation issued a press release announcing the completion of the Acquisition, which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The Corporation will file any financial statements required by Item 9.01(a) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information

The Corporation will file any pro forma financial information required by Item 9.01(b) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of May 15, 2014, by and among Carmike, Digiplex and Merger Sub (filed as Exhibit 2.1 to Digiplex’s Current Report on Form 8-K filed on May 21, 2014 and incorporated herein by reference).
2.2	Membership Interest Purchase Agreement, dated as of May 15, 2014, by and among Carmike, Digiplex and Start Media, LLC.
99.1	Press release dated August 15, 2014.

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 15, 2014	By:	/s/ Richard B. Hare
		Richard B. Hare
		Senior Vice President—Finance, Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of May 15, 2014, by and among Carmike, Digiplex and Merger Sub (filed as Exhibit 2.1 to Digiplex’s Current Report on Form 8-K filed on May 21, 2014 and incorporated herein by reference).
2.2	Membership Interest Purchase Agreement, dated as of May 15, 2014, by and among Carmike, Digiplex and Start Media, LLC.
99.1	Press release dated August 15, 2014.

EX-2.2

Exhibit 2.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 15, 2014, is entered into by and among Start Media, LLC, a Delaware limited liability company (the “Seller”), Digital Cinema Destinations Corp., a Delaware corporation (“Digiplex”), and Carmike Cinemas, Inc., a Delaware corporation (the “Buyer”).

RECITALS

WHEREAS, Seller and Digiplex formed Start Media/Digiplex, LLC, a Delaware limited liability company (the “Company”), under the Delaware Limited Liability Company Act (the “Act”) for the purposes and upon the terms and conditions set forth in the Operating Agreement of the Company, dated as of December 10, 2012 (the “Operating Agreement”);

WHEREAS, in connection with the formation of the Company, Seller acquired warrants to purchase up to an aggregate of 500,000 shares of Digiplex’s Class A common stock (the “Seller Warrants”);

WHEREAS, Digiplex has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of even date herewith, with the Buyer, and Buyer’s wholly-owned subsidiary (the “Merger Subsidiary”) pursuant to which, and subject to the terms and conditions set forth therein, the Merger Subsidiary will merge with and into Digiplex (the “Merger”) effective upon the filing, or later date and time as specified therein, with the Secretary of State of the State of Delaware of a certificate of merger or other appropriate document (the “Certificate of Merger”) (the date and time when the Merger becomes effective as set forth in the Certificate of Merger, the “Merger Effective Date”); and

WHEREAS, Seller now wishes to terminate its participation in the Company, and hereby agrees to (i) the sale to Buyer, for the consideration and on the terms set forth in this Agreement and concurrently with the consummation of the Merger on the Merger Effective Date, all of Seller’s interests in the Company, including but not limited to, all of its economic and other interests in the capital, equity and management of the Company, its share of the profits and losses of the Company and its rights to receive distributions of the Company’s assets whether such rights arise under the Operating Agreement, the Act or otherwise, and its interests in any capital stock of Digiplex (collectively, the “Interests”) and (ii) the cancellation of the Seller Warrants.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual and dependent promises set forth herein, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

THE TRANSACTION

1.1 Purchase and Sale. Effective upon the Merger Effective Date, Buyer shall purchase from Seller and Seller shall sell to Buyer, all the Interests upon the terms and subject to the conditions set forth in this Agreement. The purchase price to be paid by Buyer to Seller for the Interests shall be $10,977,574 (the “Purchase Price”). The Purchase Price shall be paid in full upon the Merger Effective Date. At such time, the Seller shall deliver to the Buyer an assignment agreement with respect to the transfer of the Interests and such other documents requested by the Buyer to effect the transactions contemplated herein.

1.2 Cancellation of Seller Warrants. Effective upon the Merger Effective Date all of the Seller Warrants, whether or not exercisable, shall be cancelled automatically without any action on behalf of Seller or its beneficiaries, and thereafter Seller shall have no right to purchase, and neither Digiplex nor Buyer shall have any obligation to issue any shares of its capital stock or the capital stock of any other entity, under the Seller Warrants.

1.3 Fees and Expenses. Buyer, Digiplex and Seller shall each be responsible for their respective fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

1.4 Termination. Notwithstanding anything contained herein to the contrary, this Agreement will automatically terminate and be of no further force and effect in the event the Merger Agreement is terminated for any reason or the Merger contemplated in the Merger Agreement otherwise is not consummated by the parties thereto.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER AND

DIGIPLEX

Each of Buyer and Digiplex represents and warrants to Seller as follows:

2.1 Authorization of Agreement; No Brokers. Each of Buyer and Digiplex has all requisite power, authority and legal capacity to execute and deliver this Agreement and each of Buyer and Digiplex has all requisite power, authority and legal capacity to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and Digiplex and, assuming the due authorization, execution and delivery by Seller, this Agreement constitutes a legal, valid and binding obligation of Buyer and Digiplex, enforceable against Buyer and Digiplex in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or Digiplex.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

Seller represents warrants and covenants to Buyer and Digiplex as follows:

3.1 Authorization of Agreement; No Brokers. Seller has all requisite power, authority and legal capacity to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to perform Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and Digiplex, this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

3.2 Title to the Interests. Seller has good, valid and marketable title to 100% of the Interests and to the Seller Warrants, free and clear of any Encumbrances (as defined below). The Seller Warrants represent all of the warrants outstanding and held by Seller relating to the capital stock of Digiplex. None of the Seller Warrants have been exercised by Seller, and Seller will not exercise the Seller Warrants. At the Merger Effective Date, Buyer will acquire all of Seller’s right, title and interest in and to, and will have good, valid and marketable title to, the Interests purchased from Seller hereunder, free and clear of any and all security interests, liens, claims, pledges, encumbrances or other rights or claims of any other person of any kind or any preemptive or similar rights (collectively, “Encumbrances”).

ARTICLE IV

MISCELLANEOUS

4.1 Closing Obligations. The representations and warranties of the parties contained in Articles II and III shall be true and correct in all material respects as of the Merger Effective Date as though made on the Merger Effective Date (except to the extent such representations and warranties expressly relate to a specific date or as of the date hereof, in which case such representations and warranties shall be true and correct in all material respects as of such date). Each party hereto shall have received a certificate or certificates, signed by the respective Chief Executive Officers of each other party hereto, to such effect.

4.2 Operating Agreement and other Agreements. On the consummation of the purchase of the Interests and the cancellation of the Seller Warrants in accordance with the terms and conditions of this Agreement, Seller shall cease to be a Member of the Company and Buyer shall enjoy all rights, and be liable for all obligations arising thereafter, as a member with respect to such purchased Interest. Until the earlier of the Merger Effective Date or the termination of this Agreement, neither Digiplex nor Seller will amend, modify or terminate the Operating Agreement or any agreements related thereto.

4.3 Notices. All notices and other communications given or made in connection with this Agreement shall be in writing and shall be deemed to have been given or made when given or made if such notice or communication is in writing and delivered personally, sent by commercial carrier or registered or certified mail (postage prepaid) or transmitted by electronic mail to the parties at the following addresses and numbers (or at such other addresses as shall be furnished by the parties by like notice):

To Digiplex:	Digital Cinema Destinations Corp.
	250 East Broad Street
	Westfield, NJ 07090
	Attn: A. Dale Mayo
	Tel: 908-396-1360
	bmayo@digiplexdest.com
To Seller:	Start Media, LLC
	375 Hudson Street, 12th Floor
	New York, NY 10014
	Attn: Michael J. Maher/Vinay S. Kolla
	Tel: 212-620-5700
	kolla@start-media.com
To Buyer:	Carmike Cinemas, Inc.
	1301 First Avenue
	Columbus, GA 31901
	Attention: Daniel E. Ellis, Senior Vice President,  General Counsel and Secretary

4.4 Indemnification.

(a) Buyer agrees to indemnify and hold harmless Seller and Digiplex, and any of Seller’s and Digiplex’s representatives and agents, from and against any demands, claims, actions, suits, proceedings, fees and expenses, including reasonable attorneys’ fees and expenses, and any other obligations directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Buyer in this Agreement or (ii) any breach by Buyer of any covenant or obligation of Buyer under this Agreement.

(b) Seller agrees to indemnify and hold harmless Buyer and Digiplex, and any of Buyer’s and Digiplex’s representatives and agents, from and against any demands, claims, actions, suits, proceedings, fees and expenses, including reasonable attorneys’ fees and expenses, and any other obligations directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Seller in this Agreement or (ii) any breach by Seller of any covenant or obligation of Seller under this Agreement.

(c) Digiplex agrees to indemnify and hold harmless Buyer and Seller, and any of Buyer’s and Seller’s representatives and agents, from and against any demands, claims, actions, suits, proceedings, fees and expenses, including reasonable attorneys’ fees and expenses, and any other obligations directly or indirectly arising from or related to (i) any breach of any representation or warranty made by Digiplex in this Agreement or (ii) any breach by Digiplex of any covenant or obligation of Digiplex under this Agreement.

4.5 Headings; Entire Agreement; Counterparts; Amendments; Third Party Beneficiaries. The headings contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. This Agreement constitutes the entire agreement among the parties and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original. Any signature delivered by electronic mail shall be deemed to be an original signature hereunder. This Agreement may not be amended except by an instrument in writing duly executed by each of the parties hereto. This Agreement is not intended to confer upon any other person other than the parties hereto any rights or remedies hereunder.

4.6 Assignees. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

4.7 Governing Law. The validity and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without reference to the conflict of laws principles thereof.

4.8 Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

4.9 Specific Performance. The parties hereto shall acknowledge that, in view of the uniqueness of the parties hereto, the parties hereto would not have an adequate remedy at law for money damages in the event that this Agreement were not performed in accordance with its terms, and therefore agree that the parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which the parties hereto may be entitled at law or in equity.

4.10 Mutual Releases. In consideration for the execution of this Agreement and the performance of their respective obligations set forth herein, on the Merger Effective Date, each of the parties hereto shall execute a release that releases the other party hereto from any and all claims that it might have, whether known or unknown related to the Company; provided, however, that no such release shall release any party from its obligations under this Agreement.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, Buyer, Digiplex and Seller have executed this Agreement as of the date first set forth above.

SELLER: START MEDIA, LLC
By:	/s/  Vinay S. Kolla
	Name: Vinay S. Kolla Title:   COO
DIGIPLEX: DIGITAL CINEMA DESTINATIONS CORP.
By:	/s/  A. Dale Mayo
	Name: A. Dale Mayo Title:   CEO
BUYER: CARMIKE CINEMAS, INC.
By:	/s/  Daniel E. Ellis
	Name: Daniel E. Ellis Title: SVP and General Counsel

EX-99.1

Exhibit 99.1

NEWS ANNOUNCEMENT –

Carmike Cinemas Completes Digital Cinema Destinations Corp. Acquisition,

Adding 21 Theatres, 206 Screens and 4 Location/33 Screen Pipeline

COLUMBUS, Georgia – August 15, 2014 – Carmike Cinemas, Inc. (NASDAQ: CKEC) (“Carmike”), a leading entertainment, digital cinema and 3-D motion picture exhibitor, today announced the closing of its stock-for-stock acquisition of Digital Cinema Destinations Corp. (NASDAQ: DCIN) (“Digiplex”), including its 21 theatres with 206 screens and four location pipeline of 33 screens. Each outstanding Digiplex share was converted into the right to receive 0.1765 shares of Carmike common stock, or approximately 1.4 million Carmike shares in the aggregate.

Carmike expects to immediately integrate the 21 acquired theatres onto its national footprint and complete the pipeline theatre acquisitions, during Q3 or early Q4. The acquisition further expands Carmike’s domestic entertainment complex circuit to 2,900+ screens and 276 locations across 41 states.

Carmike’s President and Chief Executive Officer David Passman stated, “In addition to continuing our successful execution of Carmike’s strategic M&A plan and adding complementary, well-managed theatres to our circuit, we also expect to gain valuable insight from Digiplex’s dedicated alternative programming team, led by CEO/Founder Bud Mayo. Their organization has consistently outperformed its exhibition industry peers by averaging approximately 5% of quarterly box office receipts from alternative content, boosting capacity utilization during less busy Monday through Thursday periods.”

Bud Mayo commented, “I am very excited about the many opportunities that lie ahead as we join forces with a ‘best-in-class’ exhibitor with a national footprint. Carmike’s senior executive group, led by David, has guided the Company through an impressive multi-year transformation and our alternative programming team looks forward to helping the organization build on its recent success and achieve additional growth.”

Mr. Passman continued, “We are delighted to welcome Digiplex’s executives and theatre-level associates to the Carmike family and look forward to their contributions. In the interim, we will also continue with our plans to actively pursue additional movie theatre acquisition opportunities that we expect will generate attractive levels of theatre level cash flow and drive shareholder value.”

About Carmike Cinemas (www.carmike.com)

Carmike Cinemas, Inc. is a U.S. leader in digital cinema, 3-D cinema deployments and one of the nation’s largest motion picture exhibitors. Inclusive of the Digiplex acquisition, Carmike has 276 theatres with 2,901 screens in 41 states. The circuit includes 42 premium large format (PLF) auditoriums featuring state-of-the-art technology and luxurious seating, including 25 “BigDs,” 15 IMAX auditoriums and two MuviXL screens. As “America’s Hometown Theatre Chain” Carmike’s primary focus is mid-sized communities.

Disclosure Regarding Forward-Looking Statements

This press release contains 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,” “seeks” or similar expressions. Examples of forward-looking statements in this press release include the Company’s expectations regarding the benefits of the acquisition, the closing of the pipeline transactions, future growth, future acquisitions, future cash flows and future shareholder value. 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: the ability of National CineMedia to secure approvals and satisfy conditions necessary to complete the acquisition of Screenvision; Carmike’s ability to achieve expected results from strategic acquisitions; general economic conditions in Carmike’s regional and national markets; Carmike’s ability to comply with covenants contained in its senior secured credit agreement and the indenture governing its 7.375% Senior Secured Notes due 2019; Carmike’s 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; Carmike’s ability to meet its contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in Carmike’s markets; competition in Carmike’s markets; competition with other forms of entertainment; and other factors, including the risk factors disclosed in Carmike’s Annual Report on Form 10-K for the year ended December 31, 2013, 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.

Contacts:
Robert Rinderman or Jennifer Neuman	Richard B. Hare
JCIR	Chief Financial Officer
(212)835-8500 or CKEC@jcir.com	(706)576-3416

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