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This excerpt taken from the NCMI 8-K filed Nov 17, 2009.

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 November 16, 2009, Thomas C. Galley resigned from his employment with, and as an Executive Vice President of, National CineMedia, Inc. (the “Company”). The resignation will be effective as of December 1, 2009. Both the Company and Mr. Galley anticipate entering into a consulting agreement under which Mr. Galley will provide certain services to the Company.


This excerpt taken from the NCMI 8-K filed Nov 5, 2009.

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 5, 2009, National CineMedia, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and nine months ended October 1, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

(a) On November 2, 2009, the Audit Committee of the Board of Directors of the Company, upon recommendation from management, concluded that the previously issued financial statements for the following periods and related audit reports of its independent registered public accounting firm should no longer be relied upon because of errors in such financial statements:

 

   

For the fiscal year ended January 1, 2009 included in Form 10-K originally filed on March 6, 2009;

 

   

For the period ended April 2, 2009 included in Form 10-Q originally filed on May 12, 2009; and

 

   

For the period ended July 2, 2009 included in Form 10-Q originally filed on August 7, 2009.

This excerpt taken from the NCMI 8-K filed Nov 5, 2009.

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 November 5, 2009, National CineMedia, Inc. (the “Company”) issued a press release stating that it filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission pursuant to the Company’s registration rights agreement with the founding members of NCM LLC. The Company has a continuing obligation to maintain the registration of the Common Stock issuable to the founding members upon redemption of the common membership units for resale by the founding members until the shares of Common Stock issued to each founding member has been disposed of or is otherwise eligible for resale under the securities laws without restriction. A copy of the press release is included as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release of National CineMedia, Inc. dated November 5, 2009.


This excerpt taken from the NCMI 8-K filed Aug 6, 2009.

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-2(b))

 

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

 

 

 


This excerpt taken from the NCMI 8-K filed May 12, 2009.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 12, 2009, National CineMedia, Inc. issued a press release announcing its financial results for the quarter ended April 2, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of National CineMedia, Inc. dated May 12, 2009.


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

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 NCMI 8-K filed Mar 19, 2009.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-2(b))

 

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

 

 

 


Item 3.02 Unregistered Sales of Equity Securities.

On March 17, 2009, National CineMedia, Inc. (“NCM, Inc.”), as sole manager of National CineMedia, LLC (“NCM LLC”), provided written notice outlining the determination of common membership units due to the members of NCM LLC (the “Founding Members”) as shown in the table below, pursuant to net new theatres and attendees added to NCM LLC’s network in accordance with the annual common unit adjustment provisions of the Common Unit Adjustment Agreement dated as of February 13, 2007, by and among NCM, Inc., NCM LLC, Regal Cinema Holdings, LLC (“Regal”), American Multi-Cinema, Inc. (“AMC”), Cinemark Media, Inc. (“Cinemark”), Regal Cinemas, Inc. and Cinemark USA, Inc. The common membership units will be issued on March 31, 2009, the settlement date.

 

Name of Member

   Number of Units Owned
Prior to 2008 Adjustment
(as of Jan. 1, 2009)
   Number of Units Issued
per 2008 Adjustment
   Total Number of Units Owned
Post 2008 Adjustment (as of
Jan. 1, 2009)

AMC

   18,414,743    406,371    18,821,114

Cinemark

   13,991,652    1,197,303    15,188,955

Regal

   24,903,259    522,430    25,425,689

NCM, Inc. (1)

   42,109,966    0    42,109,966
              

Total

   99,419,620    2,126,104    101,545,724
              

 

(1) Excludes restricted shares which have vested subsequent to January 1, 2009.

Following the issuance of common membership units pursuant to the annual adjustment for fiscal 2008, each member’s ownership interest in NCM LLC has changed as follows:

 

Name of Member

   Ownership Interest Prior
to 2008 Adjustment (as of
Jan. 1, 2009)
    Ownership Interest Post
2008 Adjustment (as of
Jan. 1, 2009)
    Change

AMC

   18.52 %   18.53 %   + 0.01

Cinemark

   14.07 %   14.96 %   + 0.89

Regal

   25.05 %   25.04 %   - 0.01

NCM, Inc.

   42.36 %   41.47 %   - 0.89

Pursuant to NCM, Inc’s Amended and Restated Certificate of Incorporation and NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement, members of NCM LLC, other than NCM, Inc., may choose to have common membership units redeemed, and NCM, Inc. may elect to issue cash or shares of its common stock on a one-for-one basis. Therefore, the NCM LLC units issued to the Founding Members may be redeemable for an equal number of shares of NCM, Inc.’s common stock.

Neither NCM, Inc. nor NCM LLC received any cash consideration in exchange for the issuance of the units. In addition to the issuance of the units, cash will be issued in lieu of partial units in the amounts of $0.94, $3.66 and $5.52 to AMC, Cinemark and Regal, respectively.

The units will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided for by Section 4(2) thereof for transactions not involving a public offering. Appropriate legends have been affixed to the securities issued in this transaction. The Founding Members had adequate access, through business or other relationships, to information about NCM, Inc.


This excerpt taken from the NCMI 8-K filed Mar 5, 2009.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 5, 2009, National CineMedia, Inc. issued a press release announcing its financial results for the quarter and year ended January 1, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of National CineMedia, Inc. dated March 5, 2009.


This excerpt taken from the NCMI 8-K filed Mar 4, 2009.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 February 27, 2009, the Compensation Committee of the Board of Directors of National CineMedia, Inc. (the “Company”) approved a discretionary bonus (in addition to the 2008 bonus approved in accordance with the 2008 National CineMedia, Inc. Performance Bonus Plan) for Ralph E. Hardy, the Company’s Executive Vice President, General Counsel and Secretary, in the amount of $38,337, which will be paid in early March 2009.

On March 2, 2009, Peter C. Brown resigned from the Company’s Board of Directors. Mr. Brown was designated to the Company’s Board of Directors by AMC Entertainment Inc. (“AMC”) pursuant to the Director Designation Agreement between the Company and its founding members, AMC, Cinemark Holdings, Inc. and Regal Entertainment Group. Mr. Brown has retired as Chairman of the Board, Chief Executive Officer and President of AMC. The Company has been notified by AMC that it will fill the position on the Company’s Board of Directors that was vacated by Mr. Brown by designating AMC’s new Chief Executive Officer, Gerardo I. Lopez, to serve in that capacity. Once the designation of a successor to Mr. Brown in his former capacity as a member of the Company’s Board of Directors is made by AMC, the Company’s Board of Directors will consider AMC’s designation and take action pursuant to the Director Designation Agreement and the Company’s Certificate of Incorporation to fill the vacancy.


This excerpt taken from the NCMI 8-K filed Jan 29, 2009.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 January 29, 2009, National CineMedia, Inc. issued a press release to update its 2008 guidance and provide 2009 outlook. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of National CineMedia, Inc. dated January 29, 2009.


This excerpt taken from the NCMI 8-K filed Nov 12, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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.

This Current Report on Form 8-K/A is being filed to correct the wording of the Report of Independent Registered Public Accounting Firm, included in Exhibit 99.1. The original report on Form 8-K was filed to provide the audited financial statements as of and for the year ended December 27, 2007 (and comparative periods) of National CineMedia, LLC pursuant to requirements in certain of its contracts. There are no changes to the audited financial statements of National CineMedia, LLC included in Exhibit 99.1, which are reproduced herein in their entirety.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are being filed herewith:

 

Exhibit 23.1    Consent of Deloitte & Touche LLP.
Exhibit 99.1    The audited financial statements of National CineMedia, LLC as of and for the year ended December 27, 2007 (and comparative periods).


This excerpt taken from the NCMI 8-K filed Nov 6, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 6, 2008, National CineMedia, Inc. issued a press release announcing its financial results for the quarter and nine months ended September 25, 2008. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of National CineMedia, Inc. dated November 6, 2008.


This excerpt taken from the NCMI 8-K filed Nov 6, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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

On November 5, 2008, National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”) and each of American Multi-Cinema, Inc. (“AMC”), Cinemark USA, Inc. (“Cinemark”) and Regal Cinemas, Inc. (“Regal”) agreed to an amendment to the Exhibitor Services Agreements (“ESAs”) between NCM LLC and AMC, Cinemark and Regal, respectively. The amendment to the ESAs clarifies the definition of digital programming. The amendment, among other things, will also provide AMC, Cinemark and Regal with the flexibility to book digital programming directly with major studios, while keeping NCM LLC financially indifferent through a payment of a percentage of the ticket revenue associated with the event.

Copies of the amendment to the ESAs with AMC, Cinemark and Regal are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

10.1    Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and between National CineMedia, LLC and American Multi-Cinema, Inc.
10.2    Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and between National CineMedia, LLC and Cinemark USA, Inc.
10.3    Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and between National CineMedia, LLC and Regal Cinemas, Inc.


This excerpt taken from the NCMI 8-K filed Aug 6, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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 6, 2008, National CineMedia, Inc. issued a press release announcing its financial results for the quarter and six months ended June 26, 2008. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of National CineMedia, Inc. dated August 6, 2008.


This excerpt taken from the NCMI 8-K filed May 9, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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

This current report on Form 8-K is filed to provide the following select unaudited summarized financial information for the quarter ended March 27, 2008 of National CineMedia, LLC (“NCM LLC”). This select unaudited summarized financial information is provided due to potential reporting requirements of NCM LLC’s founding members who may disclose the select unaudited summarized financial information of NCM LLC.

This excerpt taken from the NCMI 8-K filed May 5, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-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
This excerpt taken from the NCMI 8-K filed Apr 14, 2008.

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 210.14d-2(b))

 

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

 

 

 


Item 3.02 Unregistered Sales of Equity Securities.

On April 9, 2008, National CineMedia, Inc. (“NCM Inc.”), as sole manager of National CineMedia, LLC (“NCM LLC”), issued common membership units to the members of NCM LLC (the “Founding Members”) as shown in the table below, pursuant to net new theatres and attendees added to NCM LLC’s network in accordance with the annual common unit adjustment provisions of the Common Unit Adjustment Agreement dated as of February 13, 2007, by and among NCM Inc., NCM LLC, Regal Cinema Holdings, LLC (“Regal”), American Multi-Cinema, Inc. (“AMC”), Cinemark Media, Inc. (“Cinemark”), Regal Cinemas, Inc. and Cinemark USA, Inc.

 

Name of Member

   Number of Units Owned
Prior to 2007 Adjustment
(as of Dec. 27, 2007)
    Number of Units Issued
per 2007 Adjustment
   Total Number of Units Owned
Post 2007 Adjustment (as of
Dec. 27, 2007)

AMC

   17,474,890     939,853    18,414,743

Cinemark

   13,145,349     846,303    13,991,652

Regal

   21,230,712     758,793    21,989,505

NCM Inc.

   42,000,000 (1)   0    42,000,000
               

Total

   93,850,951     2,544,949    96,395,900
               

 

(1) Excludes 31,164 restricted shares and 278,119 stock options which have vested subsequent to December 27, 2007.

Following the issuance of common membership units pursuant to the annual adjustment for fiscal 2007, each member’s ownership interest in NCM LLC has changed as follows:

 

Name of Member

   Ownership Interest Prior
to 2007 Adjustment (as of
Dec. 27, 2007)
    Ownership Interest Post
2007 Adjustment (as of
Dec. 27, 2007)
    Change

AMC

   18.62 %   19.10 %   +0.48

Cinemark

   14.01 %   14.52 %   +0.51

Regal

   22.62 %   22.81 %   +0.19

NCM Inc.

   44.75 %   43.57 %   - 1.18

Pursuant to NCM Inc’s Amended and Restated Certificate of Incorporation and NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement, members of NCM LLC, other than NCM Inc., may choose to have common membership units redeemed, and NCM Inc. may elect to issue cash or shares of its common stock on a one-for-one basis. Therefore, the NCM LLC units issued to the Founding Members may be redeemable for an equal number of shares of NCM Inc.’s common stock.

Neither NCM Inc. nor NCM LLC received any cash consideration in exchange for the issuance of the units. In addition to the issuance of the units, cash was issued in lieu of partial units in the amounts of $15.28, $12.66 and $0.14 to AMC, Cinemark and Regal, respectively.

The units were issued in reliance upon the exemption from the registration requirements of the Securities Act provided for by Section 4(2) thereof for transactions not involving a public offering. Appropriate legends have been affixed to the securities issued in this transaction. The Founding Members had adequate access, through business or other relationships, to information about NCM Inc.


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