<PAGE> 1
As filed with the Securities and Exchange Commission on May 21, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARMIKE CINEMAS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1469127
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901
(Address of principal executive offices) (Zip Code)
CARMIKE CINEMAS, INC. 1998 CLASS A STOCK OPTION PLAN
(Full title of the plan)
JOHN O. BARWICK, III
SENIOR VICE PRESIDENT -- FINANCE
CARMIKE CINEMAS, INC.
1301 FIRST AVENUE
COLUMBUS, GEORGIA 31901
(706) 576-3400
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies
of all orders, notices and communications to:
PATRICIA A. WILSON, ESQ.
TROUTMAN SANDERS LLP
NATIONSBANK PLAZA
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3242
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered (1) per share (2) offering price (2) registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.03
per share, to be issued under the 750,000 shares $28.25 $21,187,500 $ 6,251
Carmike Cinemas, Inc. 1998 Class A
Stock Option Plan
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "1933 Act"), includes an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions as provided in
the Carmike Cinemas, Inc. 1998 Class A Stock Option (the "Plan").
(2) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price is
estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices on May 19, 1998 as
reported on the New York Stock Exchange.
================================================================================
<PAGE> 2
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Carmike Cinemas, Inc. (the "Company") hereby incorporates by reference
into this registration statement the following documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(c) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(d) the description of the Company's Class A Common Stock, par
value $.03 per share (the "Class A Common Stock"), contained
in the Company's Registration Statement on Form 8-A filed on
October 8, 1986 pursuant to Section 12(g) of the 1934 Act,
including any amendments or reports filed for the purpose of
updating such descriptions.
All documents filed subsequent to the date of this registration
statement by the undersigned Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act prior to the filing of a post-effective amendment
hereto which indicates that all shares of Class A Common Stock offered hereby
have been sold or which deregisters any shares of such Class A Common Stock then
remaining unsold, shall also be deemed to be incorporated by reference in this
registration statement and to be a part hereof from their respective dates of
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of the Class A Common Stock issuable under
the Plan will be passed upon for the Company by Troutman Sanders LLP, Atlanta,
Georgia. Carl E. Sanders, a partner in Troutman Sanders LLP, is a director of
the Company and the beneficial owner of 52,228 shares of Class A Common Stock.
2
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
Section 145 of Title 8 of the Delaware General Corporation Law gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The same Section also
gives a corporation power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, the Section states that, to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Article 9 of the Company's Certificate of Incorporation provides in
regard to the limitation of liability of directors and officers as follows:
No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction for which the director derived an improper personal
benefit. This Article NINTH shall not eliminate or limit the liability
of a director for any act or omission occurring prior to the time this
Article NINTH became effective.
3
<PAGE> 4
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
</TABLE>
Item 9. Undertakings.
(a) Rule 415 offerings. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
4
<PAGE> 5
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of any offering.
(b) Filings incorporating subsequent 1934 Act documents by
reference. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Atlanta, State of Georgia, on May 21, 1998.
Carmike Cinemas, Inc.
(Registrant)
By: /s/ Michael W. Patrick
------------------------------------------
Michael W. Patrick
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and as of the date referenced above.
<TABLE>
<S> <C>
/s/ C.L. Patrick Chairman of the Board
- --------------------------------
C.L. Patrick
/s/ Michael W. Patrick President and Chief Executive Officer, Director
- --------------------------------
Michael W. Patrick
/s/ John O. Barwick, III Senior Vice President -- Finance and Treasurer (Chief
- -------------------------------- Financial Officer and Chief Accounting Officer)
John O. Barwick, III
/s/ Carl L. Patrick, Jr. Director
- --------------------------------
Carl L. Patrick, Jr.
/s/ Carl E. Sanders Director
- --------------------------------
Carl E. Sanders
/s/ John W. Jordan, II Director
- --------------------------------
John W. Jordan, II
Director
- --------------------------------
David W. Zalaznick
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5
Troutman Sanders LLP
Nationsbank Plaza
600 Peachtree Street, N.E. - Suite 5200
Atlanta, Georgia 30308-2216
May 21, 1998
Carmike Cinemas, Inc.
1301 First Avenue
Columbus, Georgia 31901
Re: Registration Statement on Form S-8
Gentlemen:
We have examined a copy of the registration statement on Form S-8 proposed
to be filed by Carmike Cinemas, Inc. (the "Company"), with the Securities and
Exchange Commission (the "Commission"), relating to the registration pursuant to
the provisions of the Securities Act of 1933, as amended (the "Act"), of 750,000
shares (the "Shares") of the Company's Class A Common Stock, par value $.03 per
share (the "Class A Common Stock"), reserved for issuance in connection with
options to be granted under the Company's 1998 Class A Stock Option Plan (the
"Plan"). In rendering this opinion, we have reviewed such documents and made
such investigations as we deemed appropriate.
We are of the opinion that, subject to compliance with the pertinent
provisions of the Act and to compliance with such securities or "Blue Sky" laws
of any jurisdiction as may be applicable, when certificates evidencing the
Shares have been duly executed, countersigned, registered, issued and delivered
in accordance with the terms of the Plan and the respective stock option
agreements entered into, under and in accordance with the Plan, the Shares will
be duly and validly issued and outstanding, fully paid and non-assessable shares
of Class A Common Stock of the Company.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia and the Federal law of the United
States of America.
We hereby consent to the filing of this opinion or copies thereof as an
exhibit to the registration statement referred to above.
Very truly yours,
/s/ Troutman Sanders LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 750,000 shares of Carmike Cinemas, Inc.
Class A Common Stock under the Carmike Cinemas, Inc. 1998 Class A Stock Option
Plan of our report dated February 2, 1998 with respect to the consolidated
financial statements of Carmike Cinemas, Inc. and subsidiaries included in its
Annual Report (Form 10-K), for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Columbus, Georgia
May 18, 1998
