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)
October 19, 2007
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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 information furnished in Item 2.02 - "Results of Operations and Financial
Conditions" of this Current Report on Form 8-K and the Exhibit attached hereto
as Exhibit 99.1 shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
such section. On October 23, 2007, CEC Entertainment, Inc. issued a press
release announcing financial results for the fiscal third quarter ended
September 30, 2007. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Item 2.03: Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On October 19, 2007, CEC Entertainment, Inc. and certain of its affiliates
(collectively referred to in this Item 2.03 as the "Company") entered into a
Second Amended and Restated Credit Agreement (the "Credit Agreement") among CEC
Entertainment Concepts, L.P., a subsidiary of CEC Entertainment, Inc., as the
Borrower, CEC Entertainment, Inc. as a Guarantor, Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and L/C Issuer, J.P. Morgan Chase Bank,
N.A. as Syndication Agent, Wachovia Bank, N.A. and Suntrust Bank as
Co-Documentation Agents, and Banc of America Securities LLC and J.P. Morgan
Securities, Inc. as Co-Lead Arrangers and Co-Book Managers and certain other
lenders. Under the Credit Agreement, the Company increased its total borrowing
capacity to $550 million with an accordion feature allowing the Company to
request an additional $50 million in borrowings at any time. Interest under the
Credit Agreement line of credit is dependent on earnings and debt levels of the
Company and ranges from prime or, at the Company's option, LIBOR plus 0.625% to
1.25%. Currently, any borrowings under this Credit Agreement line of credit
would be at the prime rate or LIBOR plus 0.875%. Borrowings under the Credit
Agreement are unsecured but the Company has agreed to not pledge any of its
existing assets to secure future indebtedness. The Company intends to use the
credit facility for working capital, capital expenditures, internal growth
initiatives, permitted share repurchases and general corporate purposes. This
summary is qualified in its entirety by reference to the Credit Agreement filed
as Exhibit 10.1 hereto. Capitalized terms which are not defined in this Item
2.03 shall have the meanings assigned to such terms in the Credit Agreement.
Item 8.01: Other Events
On October 22, 2007, CEC Entertainment, Inc.'s (the "Company's") Board of
Directors authorized a $200 million increase in the Company's share repurchase
program bringing the total outstanding share repurchase authorization to
approximately $347 million. Under the share repurchase program, the Company
expects to acquire shares primarily through open market transactions,
accelerated share repurchases and/or privately negotiated transactions, subject
to market conditions and other factors.
Item 9.01: Financial Statements and Exhibits
(d) Exhibits
10.1 Second Amended and Restated Credit Agreement among CEC Entertainment
Concepts, L.P., a subsidiary of CEC Entertainment, Inc., as the Borrower,
CEC Entertainment, Inc. as a Guarantor, Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and L/C Issuer, J.P. Morgan Chase
Bank, N.A. as Syndication Agent, Wachovia Bank, N.A. and Suntrust Bank as
Co-Documentation Agents, and Banc of America Securities LLC and J.P. Morgan
Securities, Inc. as Co-Lead Arrangers and Co-Book Managers and certain
other lenders dated October 19, 2007.
Pursuant to General Instruction B.2 of From 8-K, the following exhibit is
furnished with this Form 8-K:
99.1 Press Release of CEC Entertainment, Inc. dated October 23, 2007.
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: October 23, 2007 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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10.1 Second Amended and Restated Credit Agreement among CEC Entertainment
Concepts, L.P., a subsidiary of CEC Entertainment, Inc., as the
Borrower, CEC Entertainment, Inc. as a Guarantor, Bank of America,
N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, J.P.
Morgan Chase Bank, N.A. as Syndication Agent, Wachovia Bank, N.A. and
Suntrust Bank as Co-Documentation Agents, and Banc of America
Securities LLC and J.P. Morgan Securities, Inc. as Co-Lead Arrangers
and Co-Book Managers and certain other lenders dated October 19, 2007.
99.1 Press Release of CEC Entertainment, Inc. dated October 23, 2007.