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This excerpt taken from the CKEC 8-K filed Jan 20, 2010.

(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 8.01. Other Events.

On January 19, 2009, Carmike Cinemas Inc. announced that John A. Lundin has been appointed Vice President – Film in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit

No.

  

Description

Exhibit 99.1    Press release dated January 19, 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: January 19, 2010

  By:  

/s/ Lee Champion

    Lee Champion
    Senior Vice President, General Counsel and Secretary
This excerpt taken from the CKEC 8-K filed Nov 2, 2009.

(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 2.02. Results of Operations and Financial Condition.

On November 2, 2009, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2009. The press release contains information about the Company’s financial condition at September 30, 2009 and results of operations for the three and nine months ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

This excerpt taken from the CKEC 8-K filed Oct 13, 2009.

(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.
This excerpt taken from the CKEC 8-K filed Aug 3, 2009.

(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 2.02. Results of Operations and Financial Condition.

On August 3, 2009, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2009. The press release contains information about the Company’s financial condition at June 30, 2009 and results of operations for the three and six months ended June 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

This excerpt taken from the CKEC 8-K filed Jun 5, 2009.

(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.

On June 4, 2009, the Board of Directors (the “Board”) of Carmike Cinemas, Inc. (the “Company”) appointed Paul G. Reitz the Company’s Assistant Vice President and Chief Accounting Officer, reporting to Richard B. Hare, Senior Vice President-Finance, Treasurer and Chief Financial Officer. Mr. Reitz’s appointment is effective June 4, 2009.

Mr. Reitz, 36, has served as Director of Financial Reporting and Assistant Treasurer since joining the Company on July 7, 2008. He previously served as Controller at Yellowbook USA Inc., a U.S. publisher of phone directories in 48 states, from April 2002 to July 2008. Mr. Reitz also served as Controller for McLeodUSA Publishing, a regional publisher of phone directories, from July 1997 to April 2002. Prior to his position at McLeodUSA Publishing, Mr. Reitz was an auditor at Deloitte & Touche LLP, a public accounting firm.

The Company made no changes to Mr. Reitz’s compensation in connection with this appointment. Mr. Reitz is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Jeffrey A. Cole, the Company’s former principal accounting officer, remains the Company’s Assistant Vice President – Controller.


This excerpt taken from the CKEC 8-K filed Jun 4, 2009.

(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.

On June 4, 2009, the Board of Directors (the “Board”) of Carmike Cinemas, Inc. (the “Company”) appointed S. David Passman III to serve as President and Chief Executive Officer of the Company (“CEO”).

Mr. Passman, 56, has been a Company director since June 2003 and previously served as the Board’s lead independent director, non-executive Chairman of the Board of Directors, member of the Audit Committee, Executive Committee and the Compensation and Nominating Committee. Mr. Passman recently retired from his position as President and CEO of IBS-STL, Inc., a book publishing and distribution company, where he had served since June 2005. Previously, Mr. Passman served as President of the Harland Printed Products and Harland Checks divisions of John H. Harland Company, a provider of printed products and software and related services to the financial institution market, from 1999 to 2003, and also served as its CFO from 1996 to 1999. Mr. Passman is a former partner of Deloitte & Touche LLP, a public accounting firm, where he served as the Managing Partner of the Atlanta office from 1993 to 1996.

On June 4, 2009, the Company entered into an employment agreement (the “Agreement”) with Mr. Passman to serve as CEO effective immediately (the “Commencement Date”). The Agreement provides for an initial term of three years (the “Term”) which will be automatically extended for one additional year on the second anniversary of the Commencement Date and for one additional year on each anniversary of the Commencement Date thereafter unless the Company, at least ninety days prior to any anniversary date, gives written notice to Mr. Passman that there will be no such extension.

The Agreement provides that Mr. Passman will receive an annual base salary of $630,000 (the “Base Salary”) subject to annual review for adjustment, and will be eligible to receive an annual bonus with a target amount of 50% of Base Salary and a maximum amount of 150% of Base Salary (the “Annual Bonus”). The actual amount of the Annual Bonus will be determined by the Compensation and Nominating Committee of the Board (the “Compensation Committee”) based upon Mr. Passman’s achievement of bonus goals and the Company’s and Mr. Passman’s performance for the relevant year.

Additionally, on the Commencement Date, Mr. Passman was granted stock options to purchase 200,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value of one share of Company stock on the Commencement Date, subject to the terms and conditions of the Carmike Cinemas, Inc. 2004 Incentive Stock Plan, as amended, and the Company’s standard Stock Option Agreement. Vesting of options will be as follows: 66,667 options will vest on the first anniversary of the Commencement Date, 66,667 options will vest on the second anniversary of the Commencement Date, and 66,666 options will vest on the third anniversary of the Commencement Date; provided, however, Mr. Passman must have remained continuously employed by the Company through such dates for the options to vest as described herein.

Also, on the Commencement Date, the Committee granted Mr. Passman 50,000 shares of restricted common stock subject to the terms and conditions of the Carmike Cinemas, Inc. 2004 Incentive Stock Plan, as amended, and the Company’s standard Restricted Stock Agreement. The restricted stock will vest as follows: 16,667 shares will vest on the first anniversary of the Commencement Date, 16,667 shares will vest on the second anniversary of the Commencement Date, and 16,666 shares will vest on the third anniversary of the Commencement Date; provided, however, Mr. Passman must have remained continuously employed by the Company through such dates for the shares to vest as described herein.

Effective on the Commencement Date, Mr. Passman will be eligible for the same perquisites and benefits as are made available to senior executive employees of the Company, including health insurance, life and disability insurance and the Company’s Deferred Compensation Agreement. He will be entitled to four weeks of vacation per year. The Company will also pay or reimburse Mr. Passman for reasonable expenses incurred in connection with his employment including automobile expenses and an apartment allowance until he permanently relocates his residence to the Columbus, Georgia vicinity.

If the Company at any time terminates Mr. Passman’s employment without Cause or if Mr. Passman resigns during his Protection Period for Good Reason: (a) the Company will pay Mr. Passman 2 times his Base Salary and target Annual Bonus paid over the 24 month period which starts on the date of separation from service, (b) each outstanding and nonvested stock option granted to him will become fully vested notwithstanding the terms under which such options were granted, and any restrictions on outstanding restricted stock grants will immediately


expire and Mr. Passman’s right to such stock will be non-forfeitable notwithstanding the terms under which such stock was granted, (c) the Company will continue for 24 months to provide the same health, dental and vision care coverage and life insurance coverage as Mr. Passman was provided under the Company’s employee benefit plans, policies and practices on the day prior to his termination, provided, however, Mr. Passman will pay for the cost of such coverage and the Company will reimburse him for 100% of the cost thereof. These payments may be delayed as required by the Internal Revenue Code. Upon a termination of employment by the Company for Cause or by Mr. Passman without Good Reason during the Term, he will be entitled only to the standard treatment of equity grants in accordance with the Company’s stock plan and post employment access to the Company’s medical plans.

Mr. Passman will be treated as if he had resigned for Good Reason during his Protection Period if he resigns for what would have been Good Reason if his resignation had been tendered during said Protection Period, is effective at any time in the 60 day period which ends on the date of a Change in Control, and there is a Change Effective Date for such Change in Control. If the Company engages in a Change of Control as a result of a sale or disposition of 50% or more of the assets or business of the Company and the purchaser of such assets does not expressly agree to assume the Agreement and all of the Company’s obligations thereunder as part of the asset purchase agreement, Mr. Passman will have the right to resign as of the Change Effective Date of such Change in Control and such resignation will be treated as a resignation for Good Reason during his Protection Period.

Any separation benefits provided if the Company terminates Mr. Passman’s employment without Cause or if Mr. Passman resigns during his Protection Period for Good Reason will require Mr. Passman to execute a General Release of claims in a form reasonably acceptable to the Company.

This excerpt taken from the CKEC 8-K filed May 4, 2009.

(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 2.02. Results of Operations and Financial Condition.

On May 4, 2009, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2009. The press release contains information about the Company’s financial condition at March 31, 2009 and results of operations for the three months ended March 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

This excerpt taken from the CKEC 8-K filed Mar 16, 2009.

(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 2.02. Results of Operations and Financial Condition.

On March 16, 2009, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2008. The press release contains information about the Company’s financial condition at December 31, 2008 and results of operations for the three and twelve months ended December 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

This excerpt taken from the CKEC 8-K filed Mar 11, 2009.

(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.
This excerpt taken from the CKEC 8-K filed Feb 13, 2009.

(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.

As previously reported on a Form 8-K filed on January 22, 2009, Carmike Cinemas, Inc. (the “Corporation”) announced the departure of the Corporation’s Chairman, Chief Executive Officer and President, Michael W. Patrick, effective Monday, January 19, 2009.

On February 12, 2009, the Corporation and Mr. Patrick entered into a separation agreement and general release (the “Separation Agreement”) setting forth the terms of his departure from the Corporation. The Separation Agreement will become effective on February 20, 2009 (the “Effective Date”), unless Mr. Patrick revokes the Separation Agreement prior to that date.

Mr. Patrick has also resigned from the Corporation’s Board of Directors as of the Effective Date, provided that Mr. Patrick does not revoke the Separation Agreement prior to that date.

Pursuant to the Separation Agreement, the Corporation will make a lump sum payment to Mr. Patrick of $5,000,000. Mr. Patrick has agreed to make himself reasonably available, through the Corporation’s 2009 Annual Meeting of Stockholders, to consult on business issues at the request of the Corporation. Mr. Patrick will continue to receive medical benefits and group life insurance coverage until January 31, 2012. Should Mr. Patrick die on or before January 31, 2012, the Corporation will pay the sum of $850,000 to Mr. Patrick’s surviving spouse or other designated beneficiary.

Mr. Patrick and the Corporation have provided a mutual general release from any and all claims relating to his employment. Further, until January 19, 2011, Mr. Patrick has agreed (i) not to compete with the Corporation in any of the 36 states identified in the Separation Agreement, (ii) not to hire or solicit certain of the Corporation’s key employees and (iii) not to solicit certain of the Corporation’s investors, customers or vendors. Mr. Patrick has also agreed to a standstill provision, providing, among other things, that he will not (i) without the prior approval of the Board of Directors purchase any voting securities of the Corporation or take certain other actions affecting the control of the Corporation until January 19, 2012 and (ii) sell or otherwise dispose of his current equity interests in the Corporation until August 20, 2010.

The consideration payable to Mr. Patrick under the Separation Agreement was based on the terms of his existing employment agreement and the other agreements contained in the Separation Agreement, including the mutual release, the non-compete and standstill provisions. Further, the Corporation will avoid the cost and distraction which could be anticipated absent a negotiated resolution of Mr. Patrick’s departure.

The foregoing description of the Separation Agreement is a general description only and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

 

Exhibit 10.1    Separation Agreement and General Release, dated February 12, 2009, by and between Michael W. Patrick and Carmike Cinemas, Inc.


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: February 13, 2009     By:   /s/ Lee Champion
       

Lee Champion

Senior Vice President, General Counsel and Secretary


This excerpt taken from the CKEC 8-K filed Jan 22, 2009.

(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.

On January 20, 2009, Carmike Cinemas, Inc. (the “Corporation”) announced the departure of the Corporation’s Chairman, Chief Executive Officer and President, Michael W. Patrick, effective Monday, January 19, 2009. Mr. Patrick remains a member of the Corporation’s Board of Directors.

The Board of Directors has appointed S. David Passman III, currently the Corporation’s lead independent director, as the non-executive Chairman of the Board of Directors. In addition, the Board of Directors established an Office of the Chairman, effective January 19, 2009. The Office of the Chairman will focus on the strategic direction of the Corporation and transition the Corporation to new chief executive leadership. The Office of the Chairman will include Mr. Passman, as non-executive Chairman of the Board, Fred W. Van Noy, the Corporation’s Chief Operating Officer, and Richard B. Hare, the Corporation’s Chief Financial Officer. During the transition period, Messrs. Van Noy and Hare will perform the functions of the Corporation’s principal executive officer, with oversight by Mr. Passman.

Mr. Passman, 56, has been a member of the Board of Directors since June 2003 and currently serves as a member of the Audit, Executive and Compensation and Nominating Committees. Mr. Passman recently retired from his position as the President and Chief Executive Officer of IBS-STL, Inc., a book publishing and distribution company, where he has served since June 2005. Previously, Mr. Passman served as the President of the Harland Printed Products and Harland Checks divisions of John H. Harland Company, a provider of printed products and software and related services to the financial institution market, from 1999 to 2003. He served as Harland’s Chief Financial Officer from 1996 to 1999. Mr. Passman is a former partner of Deloitte & Touche LLP, a public accounting firm, where he served as the Managing Partner of the Atlanta office from 1993 to 1996.

Mr. Van Noy, 51, has served as one of the Corporation’s directors since December 2004. Mr. Van Noy joined the Corporation in 1975. He served as a District Manager from 1984 to 1985 and as Western Division Manager from 1985 to 1988, when he became Vice President—General Manager. In December 1997, he was elected to the position of Senior Vice President—Operations. In November 2000, he became Senior Vice President—Chief Operating Officer.

Mr. Hare, 42, joined the Corporation as Senior Vice President—Finance, Treasurer and Chief Financial Officer in March 2006. Mr. Hare served as Chief Accounting Officer and Controller for Greenfuels Holding Company, LLC, an energy development and management services company, and its affiliates from August 2002 to March 2006. From October 2000 until June 2002, Mr. Hare served as Assistant Treasurer for Sanmina-SCI Corporation, a manufacturer of electronic components. From 1997 until October 2000, Mr. Hare served as Treasurer of Wolverine Tube, Inc., a manufacturer of copper and copper alloy products. Mr. Hare, a Certified Public Accountant, began his career in 1989 at Coopers & Lybrand, a public accounting firm.


A copy of the Corporation’s press release, dated January 20, 2009, related to the matters discussed under this Item 5.02, is filed herewith as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 99.1    Press Release dated January 20, 2009, entitled “Carmike Cinemas Announces Senior Management Changes”


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: January 21, 2009     By:   /s/ Lee Champion
      Lee Champion
      Senior Vice President, General Counsel and Secretary


This excerpt taken from the CKEC 8-K filed Jan 22, 2009.

(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 January 19, 2009, the Board voted to amend and restate the Company’s By-Laws, as amended (the “By-Laws”), effective immediately.

A new Section 2.14 was added to the By-Laws to govern the requirements for providing the Company with advance notice of stockholder proposals for consideration at stockholder meetings. Section 2.14 requires stockholders to provide notice of proposals of business or nomination of directors at an annual meeting not less than 90 days and not more than 120 days prior to the first anniversary of the Company’s prior annual meeting; provided, however, that if the annual meeting is not held within 30 days of the first anniversary of the prior year’s annual meeting, stockholder notice of proposals must be provided no later than the later of (i) the tenth day following the public announcement of the date of the annual meeting or (ii) 90 days prior to the special meeting.

As a result of the amendment, for the Company’s 2009 annual meeting of stockholders, notices of proposals for nominations of directors or other business must be delivered to the Secretary of the Company at 1301 First Avenue, Columbus, Georgia 31901 (i) no earlier than the close of business on Thursday, January 22, 2009 and (ii) no later than the close of business on Monday, February 23, 2009.

New Section 2.14 requires stockholders seeking to propose director nominees at an annual meeting (or at a special meeting called to elect directors) to provide certain information, including (i) biographical and stock ownership information concerning the nominee, (ii) biographical and stock ownership information (including derivative and hedging interests) of the stockholder proponent (and certain affiliates) and (iii) arrangements and understandings (including financial arrangements and compensation) between the stockholder (and certain affiliates) and the nominee. Stockholders seeking to propose business at an annual meeting must provide certain information, including (i) biographical and stock ownership information (including derivative and hedging interests) of the stockholder proponent (and certain affiliates), (ii) any arrangements or understandings between the stockholder proponent (and certain affiliates) and another person or entity with respect to the proposal, and (iii) any material interest of the stockholder proponent (and certain affiliates) in the proposal.

New Section 2.14 also requires that a stockholder supplement its notice information, as of the record date of the meeting and shortly before the meeting, in response to any intervening changes since the stockholder’s initial submission.

In addition, (i) Section 2.3 of the By-Laws was amended to clarify that stockholder requests for the call of special meetings must state the purpose or purposes of the special meeting and that business transacted at a special meeting shall be limited to the purposes stated in the notice of the special meeting and (ii) Section 2.5 of the By-Laws was amended to require stockholders seeking to act by written consent to first request that the Board establish a record date for determining the stockholders entitled to consent.


The foregoing summary of the amendments to the By-Laws 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 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 3.1    Amended and Restated By-Laws of Carmike Cinemas, Inc.


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: January 21, 2009   By:  

/s/ Lee Champion

    Lee Champion
    Senior Vice President, General Counsel and Secretary


This excerpt taken from the CKEC 8-K filed Nov 10, 2008.

(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 2.02. Results of Operations and Financial Condition.

On November 10, 2008, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2008. The press release contains information about the Company’s financial condition at September 30, 2008 and results of operations for the three and nine months ended September 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

This excerpt taken from the CKEC 8-K filed Sep 30, 2008.

(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 2.02. Results of Operations and Financial Condition.

On September 30, 2008, Carmike Cinemas, Inc. (the “Company”) issued a press release (the “Press Release”) announcing it has made a voluntary $10 million pre-payment to reduce its bank debt. The Press Release contains information about the Company’s financial condition at September 30, 2008. A copy of the Press Release is furnished as Exhibit 99.1 and is incorporated by reference herein in its entirety.

 

Item 8.01. Other Events.

In addition, the Company has announced that its board of directors has suspended the Company’s quarterly dividend.

This excerpt taken from the CKEC 8-K filed Aug 11, 2008.

(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 2.02. Results of Operations and Financial Condition.

On August 11, 2008, Carmike Cinemas, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2008. The press release contains information about the Company’s financial condition at June 30, 2008 and results of operations for the three and six months ended June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein in its entirety.

This excerpt taken from the CKEC 8-K filed May 30, 2008.

(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.

(e) Effective on May 22, 2008, upon approval by the stockholders at the 2008 Annual Meeting of Stockholders of Carmike Cinemas, Inc. (the “Company”), the Company adopted amendments to the 2004 Incentive Stock Plan to increase the maximum number of shares of common stock that may be issued pursuant to stock grants by 300,000 shares and to increase the aggregate number of shares of common stock authorized for issuance under the plan by 300,000 shares. A description of the material terms of the plan, as amended, are set forth under the heading “Description of 2004 Incentive Stock Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission on April 21, 2008, which description is hereby incorporated into this Item 5.02(e) by reference. The text of the plan, as amended and restated as of May 22, 2008, is set forth in Appendix A to the Company’s proxy statement, which text is hereby incorporated into this Item 5.02(e) by reference. The plan, as amended and restated, is also incorporated by reference in Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 10.1    Carmike Cinemas, Inc. 2004 Incentive Stock Plan, as amended and restated, approved by the stockholders on May 22, 2008, filed as Appendix A to Carmike’s proxy statement filed on April 21, 2008, and incorporated herein by reference.


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: May 30, 2008     By:   /s/ Lee Champion
      Lee Champion
      Senior Vice President, General Counsel and
      Secretary


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