Attached files

file filename
EX-2.1 - AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT - CARMIKE CINEMAS INCdex21.htm
EX-2.2 - AMENDMENT NO. 1 TO AMENDED AND RESTATED LIABILITY COMPANY AGREEMENT OF SV HOLDCO - CARMIKE CINEMAS INCdex22.htm

 

 

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): March 30, 2011

 

 

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   000-14993   58-1469127

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

1301 First Avenue, Columbus,

Georgia

  31901
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (706) 576-3400

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On March 30, 2011, Carmike Cinemas, Inc. (the “Corporation”) entered into amendments to its existing agreements related to Screenvision, a theatre advertising company. As previously disclosed, in October 2010, the Corporation completed its acquisition of approximately 20% of the issued and outstanding membership units of SV Holdco, LLC (“SV Holdco”), a holding company that owns the Screenvision business. Specifically, on March 30, 2011, the Corporation entered into: (1) Amendment No. 1 to Subscription Agreement, effective as of September 27, 2010 (the “Subscription Amendment”), by and between the Corporation and SV Holdco; and (2) Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of SV Holdco, effective as of October 14, 2010 (the “LLC Agreement Amendment”), by and among the Corporation and the other members of SV Holdco. The Subscription Amendment amends the “Distribution Threshold” applicable to the Corporation’s class C common units of SV Holdco and the LLC Agreement Amendment amends the amounts credited to the capital accounts of the class A common unit holders of SV Holdco, each to reflect the fair market value of SV Holdco’s net assets, as of October 14, 2010, following a formal appraisal from SV Holdco’s financial advisors.

As previously announced, the Corporation entered into the Subscription Agreement concurrently with the Corporation renewing and extending its theatre exhibition agreement with Screenvision. Other than (1) the previously existing and renewed theatre exhibition agreements between the Corporation and Screenvision and (2) the acquisition described herein, neither the Corporation nor any of its affiliates has any material relationship with SV Holdco or Screenvision.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  2.1 Amendment No. 1 to Subscription Agreement, effective as of September 27, 2010, by and between Carmike Cinemas, Inc. and SV Holdco, LLC

 

  2.2 Amendment No. 1 to Amended and Restated Liability Company Agreement of SV Holdco, LLC, effective as of October 14, 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: April 4, 2011   By:  

/s/ Richard B. Hare

    Richard B. Hare
   

Senior Vice President—Finance, Treasurer and

Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Description

2.1    Amendment No. 1 to Subscription Agreement, effective as of September 27, 2010, by and between Carmike Cinemas, Inc. and SV Holdco, LLC
2.2    Amendment No. 1 to Amended and Restated Liability Company Agreement of SV Holdco, LLC, effective as of October 14, 2010