UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 3, 2009
Cinemark Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-33401
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20-5490327 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
3900 Dallas Parkway, Suite 500, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 972.665.1000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 3, 2009, Cinemark Holdings, Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and certain selling
stockholders named therein (the “Selling Stockholders”). Pursuant to the terms of the Underwriting
Agreement, the Selling Stockholders agreed to sell 2,325,545 shares of the Company’s common stock,
par value $0.001 per share, at a per share price to the public of $12.85. The Company will not
receive any proceeds from this sale by the Selling Stockholders.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the complete copy of that agreement filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 8.01 Other Events.
On December 3, 2009, the Company issued a press release announcing the secondary offering of
the Company’s common stock by the Selling Stockholders. A copy of this press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 4, 2009, the Company issued a press release announcing the pricing of the
secondary offering of the Company’s common stock by the Selling Stockholders. A copy of this press
release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Exhibit Description |
1.1
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Underwriting Agreement, dated December 3, 2009, by and among
Cinemark Holdings, Inc., the selling stockholders named on
Schedule I therein and Barclays Capital Inc. |
99.1
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Press Release, dated December 3, 2009. |
99.2
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Press Release, dated December 4, 2009. |