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 25, 2023
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 25, 2023, in connection with AMC Entertainment Holdings, Inc.’s (the “Company”) previously announced conversion of the Company’s outstanding AMC Preferred Equity Units into shares of the Company’s Class A common stock (the “Conversion”), the Company filed a Certificate of Elimination of Series A Convertible Participating Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. Effective upon filing, all matters set forth in the Certificate of Designations of Series A Convertible Participating Preferred Stock were eliminated from the Company’s Third Amended and Restated Certificate of Incorporation, as amended. For more information regarding the Conversion, please refer to our Current Report on Form 8-K, as filed with the SEC on August 14, 2023.
A copy of the Certificate of Elimination is filed with this Current Report on Form 8-K as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | Certificate of Elimination of Series A Convertible Participating Preferred Stock. | |
| 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: August 25, 2023 | By: | /s/ Kevin M. Connor |
| Name: Kevin M. Connor | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
