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): August 9, 2010
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33296 | 20-5665602 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
(Address of principal executive offices, including zip code)
(303) 792-3600
(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. |
National CineMedia, Inc. (the “Company”) announced today that Kurt Hall, Chairman, President and Chief Executive Officer, intends to adopt a pre-arranged stock trading plan (the “Plan”) to sell shares of the Company’s common stock that he will acquire through the exercise of vested stock options for personal financial management purposes in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policies regarding stock transactions. A copy of the press release is furnished 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 August 9, 2010. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATIONAL CINEMEDIA, INC. | ||||||||
| Dated: August 9, 2010 | By: | /s/ Ralph E. Hardy | ||||||
| Ralph E. Hardy | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||
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Exhibit 99.1
National CineMedia, Inc. Chairman and CEO
Intends to Adopt 10b5-1 Plan
Centennial, CO – August 9, 2010 – National CineMedia, Inc. (NASDAQ: NCMI) (the “Company”), announced today that Kurt Hall, Chairman, President and Chief Executive Officer, intends to adopt a pre-arranged stock trading plan (the “Plan”) to sell shares of the Company’s common stock that he will acquire through the exercise of vested stock options for personal financial management purposes in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policies regarding stock transactions.
The Plan is expected to provide that Mr. Hall will exercise vested stock options beginning in December 2010 through December 2012 and sell 85% of the shares that are exercised, with the remaining 15% of shares acquired to be held for investment purposes. The number of shares that are subject to the Plan will increase over time as stock options vest. Shares under the Plan will be sold in the open market at prevailing market prices, subject to the specified Price Limits set forth in the Plan of $21.00, $27.00 and $29.00 per share.
Under Rule 10b5-1, directors, officers and other persons who are not in possession of material, non-public information may adopt a pre-arranged plan or contact for sale of the Company’s securities under specified conditions and at specified times to achieve prudent and gradual asset diversification over time. Once the plan is in place, the executive may not retain or exercise any discretion over trading under the plan, although the executive may later amend or terminate the plan. The broker administering the plan is authorized to trade company shares in volumes and at times determined independently by the broker, subject to limitations set forth in the plan.
| INVESTOR CONTACT: | MEDIA CONTACT: | |
| David Oddo | Lauren Leff | |
| 800-844-0935 | 303-957-1709 | |
| investors@ncm.com | lauren.leff@ncm.com |