UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
November 14, 2006
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CEC ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
Kansas 0-15782 48-0905805
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) 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 2.02: Results of Operations and Financial Condition
The disclosure set forth in Item 4.02 below is incorporated by reference.
Item 4.02: Non-Reliance on Previously Issued Financial Statements or a Related
Audit report or Completed Interim Review
As previously announced, the Company and the Audit Committee are reviewing
guidance regarding stock option granting practices recently published by the
SEC, and are continuing to evaluate the determination of the appropriate
accounting measurement dates, as well as the amount of compensation charges and
the resulting tax impact. Although this review is still in progress, the Company
currently estimates the cumulative pre-tax financial impact of recording
additional charges associated with stock option grants from 1989 through 2005 is
likely to be in the range of $20 to $30 million. Accordingly, the Company and
its Board of Directors have concluded that it will restate certain of its prior
period financial statements to correct accounting errors related to stock-based
compensation and that investors should not rely on the Company's historical
financial statements or on related reports from the Company's registered
independent public accounting firm.
The Company issued a press release concerning this matter on November 13, 2006,
a copy of which is attached as Exhibit 99 to this report and is incorporated
herein by reference.
Item 9.01: Financial Statements and Exhibits
(c) Exhibits
99 Press Release of CEC Entertainment, Inc. dated November 13, 2006.
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: November 14, 2006 By: /s/ Christopher D. Morris
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Christopher D. Morris
Executive Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release of CEC Entertainment, Inc. dated November 13, 2006.