Form 8-K

 

 

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: April 22, 2013

 

 

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.)

 

 

National CineMedia, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-176056   20-2632505

(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 2.02 Results of Operations and Financial Condition.

On April 22, 2013, National CineMedia, Inc. (“NCM Inc.”) and National CineMedia, LLC (“LLC”) issued a press release announcing a proposed refinancing by LLC of its existing senior secured credit facility and NCM Inc. reaffirmed its guidance for its fiscal quarter ended March 28, 2013. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit No.

  

Description

99.1    Press Release of National CineMedia, Inc. and National CineMedia, LLC dated April 22, 2013.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of NCM Inc. and LLC has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NATIONAL CINEMEDIA, INC.
Dated: April 22, 2013   By:  

/s/ Ralph E. Hardy

    Ralph E. Hardy
    Executive Vice President, General
    Counsel and Secretary
  NATIONAL CINEMEDIA, LLC
  By:   National CineMedia, Inc., its manager
Dated: April 22, 2013   By:  

/s/ Ralph E. Hardy

    Ralph E. Hardy
    Executive Vice President, General
    Counsel and Secretary