Carmike Cinemas, Inc. (NASDAQ:CKEC) Files An 8-K Termination of a Material Definitive Agreement
Item1.02.
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Termination of a Material Definitive Agreement. |
In connection with the Merger, on December21, 2016, the Company
terminated all commitments and repaid in full all outstanding
loans, together with interest and all other amounts due in
connection with such repayment, under that certain credit
agreement (the Credit Agreement) dated June17, 2015, by and among
Carmike, the several lenders thereunder (the Lenders), and
JPMorgan Chase Bank, National Association, as Administrative
Agent, and terminated the Credit Agreement. No penalties were due
in connection with such repayment.
| Item2.01. |
Completion of Acquisition or Disposition of Assets |
The information set forth under the Introduction above is
incorporated by reference herein.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December21, 2016 in connection with the consummation of the
Merger, the NASDAQ Global Market (the Exchange) was notified that
each outstanding share of Carmike common stock was converted to
the Merger into the right to receive the Per Share Merger
Consideration, subject to the terms and conditions of the Merger
Agreement. As a result, Carmike no longer satisfies the listing
requirements of the Exchange. Carmike requested that the Exchange
file a notification of removal from listing on Form 25 with the
SEC with respect to the delisting of the shares of Carmike common
stock. Carmike requested that the Exchange delist its common
stock on December21, 2016 and, as a result, trading of the
Carmike common stock on the Exchange was halted prior to the
opening of the Exchange on December21, 2016. Carmike common stock
will be delisted and removed from trading on the Exchange on
December22, 2016.
In addition, AMC intends to file with the SEC a certification and
notice of termination on Form 15 requesting that Carmike common
stock and all debt securities be deregistered under Section12(g)
of the Exchange Act of 1934, as amended (the Exchange Act), and
that Carmikes reporting obligations under Sections 13 and 15(d)
of the Exchange Act with respect to its common stock be
suspended.
The information set forth under the Introduction above is
incorporated by reference herein.
| Item3.03. |
Material Modification to Rights of Security Holders. |
to the terms of the Merger Agreement, each share of Carmike
common stock issued and outstanding immediately prior to the
effective time of the Merger (other than Carmike shares owned by
AMC, Merger Subsidiary or Carmike or held by stockholders that
have properly demanded appraisal for such shares in accordance
with Delaware law) was converted into the right to receive the
Per Share Merger Consideration.
At the effective time of the Merger, holders of shares of Carmike
common stock ceased to have any rights as stockholders of
Carmike, other than the right to receive the Per Share Merger
Consideration in accordance with the Merger Agreement or, in the
case of shares of Carmike common stock held by stockholders
properly exercising appraisal rights available under Section262
of the Delaware General Corporation Law, appraisal rights.
At the effective time of the Merger, each Carmike stock option,
share of restricted stock, restricted stock unit and performance
share was converted into the right to receive the Per Share
Merger Consideration to the election and proration procedures
described above or, in the case of stock options that were not
exercised, the excess, if any, of the cash amount of the Per
Share Merger Consideration over the exercise price of such stock
option. Performance shares were paid based on actual results for
each performance period completed prior to closing or at target
for all incomplete periods.
The information set forth under the Introduction above and under
Items 3.01 and 5.03 is incorporated by reference herein.
| Item5.01. | Changes in Control of Registrant. |
As a result of the Merger, a change of control of Carmike
occurred on December21, 2016, and Carmike became an indirect,
wholly owned subsidiary of AMC.
The information set forth under the Introduction above and under
Items 3.03 and 5.03 is incorporated herein by reference.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the consummation of the Merger, each of the
directors and officers of Carmike and its subsidiaries and
affiliates immediately prior to the effectiveness of the Merger
voluntarily resigned from all positions as a director and/or
officer of Carmike or its subsidiaries and affiliates, as
applicable. The directors of Merger Sub, Mr.Craig Ramsey, Mr.John
McDonald, and Mr.Kevin Connor, current officers of AMC, will
become the directors of Carmike.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the Merger, at the effective time, Carmikes
then-existing Amended and Restated Certificate of Incorporation
and Bylaws were amended and restated in their entirety. Copies of
the amended and restated certificate of incorporation the amended
and restated bylaws are filed as Exhibit 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit2.1 |
Amended and Restated Agreement and Plan of Merger, dated as of July24, 2016, by and among Carmike Cinemas, Inc., AMC Entertainment Holdings, Inc. and Congress Merger Subsidiary, Inc. (incorporated by reference to Exhibit2.1 to Carmike Cinemas, Inc.s Current Report on Form 8-K filed on July25, 2016).* |
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| Exhibit 3.1 |
Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. |
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| Exhibit 3.2 | Amended and Restated Bylaws of Carmike Cinemas, Inc. |
*Certain schedules and exhibits to this agreement were omitted to
Item601(b)(2) of Regulation S-K and the registrant agrees to
furnish supplementally to the SEC a copy of any omitted schedule
and/or exhibit upon request.
S
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: December21, 2016 | By: | /s/ Daniel E. Ellis | ||||||
| Daniel E. Ellis | ||||||||
| Senior Vice President |
EXHIBIT INDEX
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ExhibitNo. |
Description |
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| Exhibit2.1* |
Amended and Restated Agreement and Plan of Merger, dated as of July24, 2016, by and among Carmike Cinemas, Inc., AMC Entertainment Holdings, Inc. and Congress Merger Subsidiary, Inc. (incorporated by reference to Exhibit2.1 to Carmike Cinemas, Inc.s Current Report on Form 8-K filed on July25, 2016). |
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| Exhibit 3.1 |
Amended and Restated Certificate of Incorporation of Carmike Cinemas, Inc. |
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| Exhibit 3.2 | Amended and Restated Bylaws of Carmike Cinemas, Inc. |
* Certain schedules and exhibits to this agreement were omitted
About Carmike Cinemas, Inc. (NASDAQ:CKEC)
Carmike Cinemas, Inc. is a motion picture exhibitor company. The Company owns and operates theatres and screens. Its theatres are equipped to provide digital cinema. It owns, operates or has an interest in approximately 280 theatres with over 2,940 screens located in over 40 states. In addition, it has approximately 260 theatres with over 1,090 screens equipped for three dimension (3-D). It operates approximately 20 theatres with over 110 screens as discount theatres. It operates approximately 50 premium large-format auditoriums, which operate under the Big D, IMAX and MuviXL names. Big D auditoriums include wall to wall screens, approximately 7.1 surround sound and digital projection for both two dimensional (2-D) and 3-D features. The Company operates a family entertainment center under the name Hollywood Connection, which features a multiplex theatre and other forms of family entertainment. The Company also operates over two Bogart’s Bar and Grill Restaurants. Carmike Cinemas, Inc. (NASDAQ:CKEC) Recent Trading Information
Carmike Cinemas, Inc. (NASDAQ:CKEC) closed its last trading session at 33.40 with 868,896 shares trading hands.