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)
February 2, 2005
CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
Kansas 0-15782 48-0905805
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
4441 West Airport Freeway
Irving, Texas 75062
(Address of principal executive offices
and zip code)
(972) 258-8507
(Registrant's telephone
number, including area code)
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):
|_| 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)).
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On February 1, 2005, CEC Entertainment, Inc. (the "Company") issued a
press release announcing that the Board of the Directors of the Company,
including its Audit Committee, has concluded on January 31, 2005, that the
Company will restate certain of its prior period financial statements, to
correct certain errors contained therein, and, accordingly, such financial
statements should no longer be relied upon. A copy of that press release
(the "Press Release") is attached hereto as Exhibit 99.1 and is incorporated
in this Item 4.02(a) by reference. Management of the Company discussed the
matters disclosed in this Current Report on Form 8-K pursuant to Item 4.02(a)
with the Company's independent registered public accounting firm, Deloitte &
Touche LLP. The Company is unaware of any evidence that the restatement
is due to any material noncompliance by the Company, as a result of
misconduct, with any financial reporting requirement under the securities laws.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
----------- -------------
99.1 Press Release dated February 1, 2005.
The information contained in Item 9.01(c) is furnished to, but not filed
with, the Securities and Exchange Commission for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and, therefore, shall not be
incorporated by reference in any filing under the Securities Act of 1933, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CEC ENTERTAINMENT, INC.
Date: February 1, 2005 By: /s/ Christopher D. Morris
----------------------------
Christopher D. Morris
Senior Vice President,
Chief Financial Officer