Carmike Cinemas, Inc. (NASDAQ: CKEC) today announced that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). This filing, upon effectiveness, will replace an existing shelf registration statement filed in June 2010, which is scheduled to expire August 20, 2013. Under the shelf registration, upon being declared effective by the SEC, the Company may sell, from time to time, up to $225 million of its common stock, depositary shares, preferred stock and/or warrants, either individually or in units, in one or more offerings. Debt securities have not been included under this shelf registration because the Company has the ability to conduct any future debt offerings in transactions exempt from the registration requirements of the Securities Act of 1933, including pursuant to Rule 144A under the Securities Act.
The shelf registration statement is intended to provide Carmike with flexibility to access additional capital when market conditions are appropriate. However, the Company does not currently have any plans to sell securities. The terms of any offering under the shelf registration statement will be established at the time of the offering. Unless otherwise described in a prospectus supplement filed at the time of an offering, the net proceeds from the sale of any securities will be used for general corporate purposes, which may include repayment of debt, acquisitions, capital expenditures and additions to working capital.
The registration statement relating to these securities was filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy the securities be accepted prior to the time the registration statement becomes effective. This news announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering of the securities will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the registration statement may be obtained on the SEC’s website at
About Carmike Cinemas
Carmike Cinemas, Inc. is a U.S. leader in digital cinema and 3-D cinema deployments and one of the nation’s largest motion picture exhibitors. As of March 31, 2013, Carmike had 244 theatres with 2,464 screens in 35 states. Carmike’s digital cinema footprint reached 2,369 screens, including 232 theatres with 869 screens that are also equipped for 3-D. The circuit also includes 18 “BIG D” large format digital experience auditoriums, featuring state-of-the-art equipment and luxurious seating and 7 IMAX
auditoriums. As “America’s Hometown Theatre Chain,” Carmike’s primary focus for its locations is small to mid-sized communities.
Disclosure Regarding Forward-Looking Statements
This press release and other written or oral statements made by or on behalf of Carmike contain 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” or similar expressions.
Examples of forward-looking statements in this press release include our expectations regarding the shelf registration statement (including its effectiveness and timing of potential offerings) and our use of the net proceeds from any offering pursuant to the shelf registration statement.
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: our ability to achieve expected results from our strategic acquisitions, general economic conditions in our regional and national markets; our ability to comply with covenants contained in the agreements governing our indebtedness; our 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; our ability to meet our contractual obligations, including all outstanding financing commitments; the availability of suitable motion pictures for exhibition in our markets; competition in our markets; competition with other forms of entertainment; the effect of our leverage on our financial condition; prices and availability of operating supplies; the impact of continued cost control procedures on operating results; the impact of asset impairments; the impact of terrorist attacks; changes in tax laws, regulations and rates; financial, legal, tax, regulatory, legislative or accounting changes or actions that may affect the overall performance of our business and other factors, including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012 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.