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 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 |
On August 9, 2010, National CineMedia, Inc. (the “Company”) filed a Registration Statement on Form S-3 with the Securities and Exchange Commission to register an additional 8,722,428 shares of Common Stock pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3. The Registration Statement incorporates by reference the contents of the Company’s Registration Statement on Form S-3 (File No. 333-162933) including each of the documents filed by the Company with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein and all the exhibits thereto. The Registration Statement was automatically effective upon filing.
On August 9, 2010, the Company issued a press release announcing that two of its founding members, AMC Entertainment Inc. and its affiliates and Regal Entertainment Group and its affiliates, intend to offer, subject to market and other conditions, an aggregate 10,700,000 shares of the Company’s common stock in a registered underwritten public offering and have granted the underwriters an option for 30 days to purchase up to 1,337,500 additional shares of the Company’s common stock to cover overallotments, if any. 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. | |
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 | ||||
Exhibit 99.1
National CineMedia, Inc.
Announces Common Stock Offering
Centennial, CO – August 9, 2010 – National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 38.3% (prior to this offering) of National CineMedia, LLC (NCM LLC), the operator of the largest digital in-theatre network in North America, today announced that two of its founding members, AMC Entertainment Inc. and its affiliates (AMC) and Regal Entertainment Group and its affiliates (Regal), intend to offer, subject to market and other conditions, an aggregate 10,700,000 shares of the Company’s common stock in a registered underwritten public offering and have granted the underwriters an option for 30 days to purchase up to 1,337,500 additional shares of the Company’s common stock to cover over-allotments, if any. These shares of common stock will be issued to AMC and Regal upon redemption of a like number of NCM LLC common membership units that were issued to AMC and Regal. Such redemption of NCM LLC common membership units will take place immediately prior to the closing of the underwritten public offering. The Company will not receive any proceeds from the sale of common stock by AMC or Regal. Giving effect to the offering, the ownership of NCM, Inc. in NCM LLC will increase to between 48% (without over-allotments) and 49% (with over-allotments).
Credit Suisse Securities (USA) LLC, Citi and Morgan Stanley & Co. Incorporated are acting as joint book-runners for the common stock offering.
The proposed offering is being made solely by means of a prospectus supplement and accompanying prospectus. Copies of the prospectus supplement and accompanying prospectus for the offering may be obtained from Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, telephone 1-800-221-1037.
The offering is being conducted pursuant to an effective registration statement under the Securities Act of 1933. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains various forward-looking statements that reflect management’s current expectations or beliefs regarding future events, including the proposed common stock offering by AMC and Regal. Investors are cautioned that reliance on these forward-looking statements involves risks and uncertainties. Although the Company believes that the assumptions used in the forward looking statements are reasonable, any of these assumptions could prove to be inaccurate and, as a result, actual results could differ materially from those expressed or implied in the forward looking statements.
| INVESTOR CONTACT: | MEDIA CONTACT: | |
| David Oddo |
Lauren Leff | |
| 800-844-0935 |
303-957-1709 | |
| investors@ncm.com |
lauren.leff@ncm.com |