Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: November 5, 2009



National CineMedia, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-33296   20-5665602

(State or other jurisdiction

of incorporation)

  (Commission file number)  

(IRS employer

identification no.)

9110 E. Nichols Ave., Suite 200

Centennial, Colorado 80112-3405

(Address of principal executive offices, including zip code)

(303) 792-3600

(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 (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 210.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01 Other Events.

On November 5, 2009, National CineMedia, Inc. (the “Company”) issued a press release stating that it filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission pursuant to the Company’s registration rights agreement with the founding members of NCM LLC. The Company has a continuing obligation to maintain the registration of the Common Stock issuable to the founding members upon redemption of the common membership units for resale by the founding members until the shares of Common Stock issued to each founding member has been disposed of or is otherwise eligible for resale under the securities laws without restriction. A copy of the press release is included as Exhibit 99.1 to this report.


Item 9.01 Financial Statements and Exhibits


  (d) Exhibits





99.1    Press Release of National CineMedia, Inc. dated November 5, 2009.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: November 5, 2009   By:  

/s/    RALPH E. HARDY        

    Ralph E. Hardy

Executive Vice President, General

Counsel and Secretary