8-KThe WireRoutine
Company Update
Filed Mar 12, 2024 · 2y ago · Accession 0001104659-24-033513
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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): March 8, 2024
AMC
ENTERTAINMENT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-33892
26-0303916
(State
or Other Jurisdiction of
(Commission
File Number)
(I.R.S. Employer Identification
Incorporation)
Number)
One AMC Way
11500 Ash Street , Leawood , KS 66211
(Address of Principal Executive Offices, including
Zip Code)
( 913 )
213-2000
(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:
¨
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 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Class A common stock
AMC
New York Stock Exchange
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On March 8, 2024, a federal court in New York
issued an order preliminarily approving a proposed settlement reached by all parties to a civil action brought by plaintiffs Dennis J.
Donoghue and Mark Rubenstein, each of whom are shareholders of AMC Entertainment Holdings, Inc. (“AMC”), for AMC to recover so-called “short-swing”
profits under Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) alleged to have been realized by defendants
Antara Capital Master Fund LP, Antara Capital Fund GP LLC, Antara Capital LP, Antara Capital GP LLC, and Himanshu Gulati (collectively,
the “Antara Defendants”) in connection with their purchases and sales of AMC securities. AMC is party to the suit in name
only, which was brought for the benefit of AMC. The court will hold a hearing on May 2, 2024 at 1:15 p.m. in Courtroom 12B at the Daniel
Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York to, among other things, consider whether to finally approve
the proposed settlement. If finally approved, AMC will receive $3,300,000 from the Antara Defendants and the Antara Defendants will be
released from claims of violations of Section 16(b) of the Exchange Act.
Additional information concerning the terms of the
proposed settlement, the May 2, 2024 hearing, and the requirements for making any objections to the proposed settlement can be found
in the Notice of Pendency of Derivative Action and Hearing on Proposed Settlement and Motion for Settlement Approval, which is attached
hereto as Exhibit 99.1, and available on the Company’s website, at https://investor.amctheatres.com/notice-03-12-2024 .
The foregoing description of the settlement is qualified in its entirety by reference to the full text of Exhibit 99.1 attached hereto.
A copy of the press release issued by AMC in connection with the proposed settlement is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
Description of Exhibit
99.1
Notice of Pendency of Derivative Action and Hearing on Proposed Settlement and Motion for Settlement Approval.
99.2
Press Release.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
AMC ENTERTAINMENT HOLDINGS, INC.
Date: March 12, 2024
By:
/s/ Kevin M. Connor
Name: Kevin M. Connor
Title: Senior Vice President, General Counsel and Secretary
Filing details
- Ticker
- AMC
- CIK
- 1411579
- Form type
- 8-K
- Filing date
- Mar 12, 2024
- Report date
- Mar 8, 2024
- Document
- tm248550d1_8k.htm
- Size
- 265 KB