UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report ~~Pursuant to Section 13 or 15(d) of~~

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

~~August 11,~~of ~~2014~~the Securities Exchange Act of 1934

August 15, 2014

Date of Report (Date of earliest event reported)

DIGITAL CINEMA DESTINATIONS CORP.

(Exact name of registrant as specified in its charter)


Delaware	001-35510	27-3164577
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

250 East Broad Street Westfield, New Jersey		07090
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 396-1360

Not Applicable

(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:

x¨ 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~~Introductory ~~8.01~~Note ~~Other Events.~~

AsOn ~~previously~~August 15, ~~disclosed~~2014, ~~certain officers of~~ Digital Cinema Destinations Corp., a Delaware corporation (the “Company”), ~~have~~completed ~~engaged~~its inmerger ~~initial~~(the ~~discussions~~“Merger”) with ~~Carmike~~Badlands ~~Cinemas,~~Acquisition ~~Inc.~~Corporation (“~~Carmike~~Merger Sub”), ~~with~~a ~~respect~~Delaware tocorporation ~~their~~and ~~employment~~wholly-owned ~~with~~subsidiary ~~Carmike following the consummation~~ of ~~the~~Carmike ~~pending~~Cinemas, ~~acquisition~~Inc., ofa ~~the~~Delaware ~~Company~~corporation ~~by Carmike~~ (~~the~~ “~~Merger~~Purchaser”)~~. On August 11~~, ~~2014,~~pursuant ~~the~~to ~~Company announced~~ that A.certain ~~Dale~~Agreement ~~Mayo,~~and ~~the~~Plan ~~Company’s~~of ~~Chief~~Merger, ~~Executive Officer~~dated May 15, ~~Charles Goldwater~~2014, ~~the~~by ~~Company’s~~and ~~Executive~~among ~~Vice President~~Purchaser, ~~and~~Merger ~~Jeff~~Sub ~~Butkovsky,~~and the Company’s ~~Chief~~(the ~~Technology~~“Merger ~~Officer,~~Agreement”). ~~have~~As ~~each~~a ~~agreed~~result inof ~~principle~~the onMerger, ~~proposed~~the ~~terms~~Company ofis ~~their employment~~now bya ~~Carmike~~wholly-owned ~~following~~subsidiary ~~the consummation~~ of ~~the Merger~~Purchaser.

~~Pursuant~~Item to the agreement in principle, Mr. Mayo would be employed by Carmike through December 31, 2016 as President, Alternative Programming, with an annual base salary of $300,000. For the remainder of 2014, Mr. Mayo would receive monthly cash bonus payments consistent with his existing employment agreement with the Company. Effective January 1~~, 2015, Mr~~. ~~Mayo~~02 ~~would~~Termination ~~(1) be eligible for a target 2015 annual cash bonus~~ of ~~100% of his base salary, with~~ a ~~maximum~~Material ~~payout~~Definitive up to 150% of base salary and (2) receive a target 2015 equity incentive award of 150% of his base salary composed of one-third time-based restricted stock unit awards vesting on the third anniversary of grant and two-thirds performance share awards based on achievement of EBITDA goals with payout ranging up to 150% of targetAgreement. ~~In the event of a termination without cause:~~

•On ~~prior~~August 15, to2014, ~~December~~in 31conjunction with the closing of the Merger, ~~2014~~the Company terminated its existing Loan Agreement, ~~Mr.~~dated ~~Mayo~~as ~~would~~of ~~receive~~September 28, ~~severance~~2012, ~~equal~~by toand among the ~~amount~~Company, certain subsidiaries of ~~compensation~~the heCompany, ~~would~~and ~~have~~Northlight ~~received~~Trust I. At the time of termination, there was no outstanding balance under ~~his~~the ~~existing~~Credit ~~employment~~Agreement. ~~agreement~~In ~~between~~connection with such termination, ~~and~~all ~~December~~liens ~~31,~~that ~~2014,~~Northlight ~~plus~~Trust ~~$1,050,000;~~I held on assets of the Company were released and terminated.

•Item ~~between January 1, 2015 and December 31, 2015, Mr~~2.01 ~~Mayo~~Completion ~~would~~of ~~receive~~Acquisition ~~severance~~or ~~equal~~Disposition ~~to one year~~ of ~~base salary plus $750,000; and~~Assets.

•The ~~between~~information ~~January~~set 1forth in the Introductory Note above in this Current Report is incorporated by reference herein in response to this Item 2.01. Pursuant to the Merger Agreement, ~~2016~~at ~~and~~the ~~December~~effective 31time of the Merger (the “Effective Time”), ~~2016~~each issued and outstanding share of the Company’s common stock, Mrpar value $0.01 ~~Mayo~~per ~~would~~share ~~receive~~(the ~~severance~~“Common ~~equal~~Stock”), was cancelled and converted into the right to ~~one~~receive ~~year~~0.1765 shares of ~~base~~Purchaser ~~salary~~common stock and cash in lieu of fractional shares, without interest and less any applicable withholding taxes (the “Merger Consideration”), except for shares of Common Stock held by (i) Start Media/Digiplex, LLC, which survived the Merger and are indirectly owned by Purchaser, and (ii) the Company, Purchaser, Merger Sub or any of their respective subsidiaries, which shares were automatically cancelled without consideration being exchanged therefor. Additionally, at the Effective Time, each restricted stock unit (“RSU”) that was outstanding and unvested immediately prior to the Effective Time became fully vested and converted to the right to receive the Merger Consideration.

InItem ~~the~~3.01 ~~event~~Notice of aDelisting ~~termination without cause~~ or aFailure ~~resignation~~to ~~for~~Satisfy ~~good reason in connection with~~ a ~~change~~Continued inListing ~~control,~~Rule ~~Mr. Mayo~~or ~~would~~Standard; beTransfer ~~entitled~~of ~~to severance equal to two times his annual base salary plus two times his then-current target annual cash bonus~~Listing.

~~Pursuant~~In connection towith the ~~agreement in~~closing ~~principle,~~of ~~Mr. Butkovsky~~the ~~would~~Merger, bethe ~~employed~~Company bynotified ~~Carmike~~the asNASDAQ ~~Vice~~stock ~~President~~market –(“NASDAQ”) ~~Chief~~on ~~Technology~~August 15, ~~Officer~~2014, ~~with~~that aneach ~~annual~~share ~~base~~of ~~salary~~Common ofStock ~~$175,000.~~was ~~For~~cancelled ~~2014,~~and ~~Mr. Butkovsky~~automatically ~~would~~converted into the right to receive athe ~~pro-rated~~Merger Consideration ~~cash~~(except ~~bonus~~for ~~opportunity~~shares of ~~30%~~Common ofStock ~~his annual~~held ~~salary.~~by ~~For~~(i) Start ~~2015~~Media/Digiplex, ~~Mr. Butkovsky~~LLC, ~~would~~which ~~receive~~survived athe ~~target~~Merger ~~equity~~and ~~incentive~~are ~~award~~indirectly ofowned ~~$60~~by Purchaser,~~000~~ ofand ~~his~~(ii) the ~~base~~Company, ~~salary~~Purchaser, ~~composed~~Merger Sub or any of ~~one-third~~their ~~time-based~~respective ~~restricted~~subsidiaries, which ~~stock~~shares ~~unit~~were ~~awards~~automatically ~~vesting~~cancelled onwithout ~~the~~consideration ~~third~~being ~~anniversary~~exchanged oftherefor), ~~grant~~and requested that NASDAQ file with the Securities and ~~two-thirds performance~~Exchange ~~share~~Commission ~~awards~~an ~~based~~application on ~~achievement~~Form of25 ~~EBITDA~~to ~~goals.~~delist ~~Mr. Butkovsky~~and ~~would~~deregister ~~also~~the ~~receive~~Common ~~reimbursement~~Stock under Section 12(b) of ~~relocation~~the ~~costs~~Securities upExchange toAct ~~$30~~of 1934,~~000~~ ~~and~~as ~~nine~~amended ~~months~~(the of“Exchange ~~temporary living expenses~~Act”). InNASDAQ filed the ~~event~~Form ~~Mr.~~25 on August ~~Butkovsky’s~~15, ~~employment~~2014. ~~is terminated~~Trading inof ~~connection~~the ~~with~~Common aStock ~~change~~on inNASDAQ ~~control~~was suspended as of ~~Carmike~~the closing of trading on August 15, he2014. ~~would~~The ~~receive~~Company ~~severance~~will ~~equal~~file towith the ~~difference~~Securities ~~between~~and ~~the~~Exchange ~~actual~~Commission ~~base~~a ~~salary~~Certification ~~paid~~on byForm ~~Carmike~~15 ~~and~~under ~~what~~the heExchange ~~would~~Act, ~~have~~requesting ~~received~~that ~~from~~the Common Stock be deregistered and that the Company’s reporting obligations under Sections ~~his~~13 ~~existing~~and ~~employment~~15(d) ~~agreement~~of the Exchange Act be suspended.

~~Pursuant~~Item ~~to the agreement in principle, Mr~~3. ~~Goldwater~~03 ~~would~~Material beModification employed by Carmike as Vice President of Strategic Initiatives with an annual base salary of $180,000. For 2014, Mr. Goldwater would receive a pro-rated cash bonus opportunity of 25% of his annual salary. For 2015, Mr. Goldwater would (1) be eligible for a target annual cash bonus of 25% of his base salary, with a maximum payout up to ~~150%~~Rights of ~~base~~Security salary and (2) receive a target 2015 equity incentive award of 40% of his base salary composed of one-third time-based restricted stock unit awards vesting on the third anniversary of grant and two-thirds performance share awards based on achievement of EBITDA goals with payout ranging up to 150% of targetHolders. In the event Mr. Goldwater’s employment is terminated in connection with a change in control of Carmike, he would receive severance equal to the difference between the actual base salary paid by Carmike and what he would have received from the Company under his existing employment agreement. Mr. Goldwater would receive the standard terms with respect to accelerated vesting of equity awards as applicable to other Carmike executives.

The ~~proposed~~information ~~arrangements~~set ~~described~~forth ~~above~~in ~~are~~Item 2.01 ~~subject to~~above ~~the~~in ~~consummation~~this ofCurrent ~~the~~Report ~~Merger~~is ~~and~~incorporated ~~the execution of applicable definitive employment documentation~~ by ~~the~~reference ~~parties,~~herein ~~and~~in ~~accordingly~~response ~~the~~to ~~Company~~this ~~can provide no assurance that these employment arrangements will be consummated on the terms described above, or at all~~Item 3.03.

~~IMPORTANT~~Item ~~ADDITIONAL~~5.01 ~~INFORMATION~~Changes ~~HAS~~in ~~BEEN~~Control ~~FILED~~of ~~WITH THE SEC~~ Registrant.

InThe ~~connection~~information ~~with~~set ~~the~~forth ~~proposed~~in ~~Merger, Carmike and the Company have filed with the~~Item ~~Securities~~2.01 ~~and~~above ~~Exchange~~in ~~Commission~~this ~~(the~~Current ~~“SEC”) a~~Report ~~Registration~~is ~~Statement~~incorporated onby ~~Form~~reference ~~S-4~~herein ~~containing~~in aresponse ~~proxy~~to ~~statement/prospectus.~~this Item ~~The~~5.01. ~~proxy~~As ~~statement/prospectus~~a ~~contains~~result ~~important~~of ~~information about~~ the ~~Company~~Merger, ~~Carmike,~~ the ~~transactions contemplated by the Merger and related matters. The~~ Company ~~has~~became ~~mailed~~a orwholly-owned ~~otherwise~~subsidiary ~~delivered~~of ~~the~~Parent, ~~proxy~~which ~~statement/prospectus~~constituted toa ~~its~~change ~~security holders. In addition, security holders~~ of ~~the~~control ~~Company may obtain free copies~~ of the ~~proxy statement/prospectus for the Merger and other documents filed with the SEC by the~~ Company ~~through the website maintained by the SEC at www~~.~~sec.gov,~~ ~~or by contacting the Company, Attn: Brian Pflug at BPflug@digiplexdest.com.~~

~~SECURITY~~Item ~~HOLDERS~~5.02 ~~ARE~~Departure ~~URGED~~of TODirectors ~~READ~~or ~~THE~~Certain ~~PROXY~~Officers; ~~STATEMENT/~~Election ~~PROSPECTUS~~of ~~AND~~Directors; ~~THE~~Appointment ~~OTHER~~of ~~RELEVANT~~Certain ~~MATERIALS~~Officers; ~~BEFORE~~Compensatory ~~MAKING~~Arrangements ~~ANY~~of ~~VOTING~~Certain ~~OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER~~Officers.

~~THIS~~In ~~FORM~~connection ~~8-K~~with ~~DOES~~the ~~NOT~~Merger, ~~CONSTITUTE~~all ANthe ~~OFFER~~directors TOof ~~SELL~~the ORCompany ~~THE~~prior ~~SOLICITATION~~to OFthe ANMerger ~~OFFER~~voluntarily TOresigned ~~BUY~~from ~~ANY~~the ~~SECURITIES~~Company’s OFboard ~~THE COMPANY~~of ORdirectors ~~CARMIKE OR~~effective ~~THE~~as ~~SOLICITATION~~of OFthe ~~ANY~~Effective ~~VOTE~~Time, ORand ~~APPROVAL~~at the Effective Time, Daniel E. Ellis was appointed as the sole director of the Company.

~~Participants~~At inthe ~~Solicitation~~Effective Time, the officers of Merger Sub (Richard B. Hare, Vice President , and Daniel E. Ellis, President and Secretary) became the sole officers of the Company.

~~Carmike,~~Item ~~the~~5.03 ~~Company~~Amendments ~~and their respective directors and executive officers and other members of management and employees may be deemed~~ to ~~be participants~~Articles ~~in the solicitation~~ of ~~proxies~~Incorporation inor ~~respect~~Bylaws; ofChange ~~the Merger. Information concerning Carmike’s participants is set forth~~ in ~~the~~Fiscal ~~proxy statement dated April 18, 2014 for Carmike’s 2014 annual meeting of shareholders as filed with the SEC on Schedule 14A~~Year. Information concerning the Company’s participants is set forth in the proxy statement dated October 25, 2013 for the Company’s 2013 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Carmike and the Company in the solicitation of proxies in respect of the proposed Merger are included in the registration statement and proxy statement/prospectus contained therein, filed with the SEC.

~~SIGNATURES~~At the Effective Time, the certificate of incorporation and bylaws of Merger Sub immediately prior to the Merger became the certificate of incorporation and bylaws of the Company (except with respect to the name of the Company), each in accordance with the terms of the Merger Agreement.

~~Pursuant~~Copies toof the ~~requirements~~Amended and Restated Certificate of ~~the~~Incorporation ~~Securities~~and ~~Exchange~~Amended ~~Act~~and ofRestated ~~1934,~~Bylaws ~~the~~are ~~Registrant~~attached ~~has~~hereto ~~duly~~as ~~caused~~Exhibits 3.1 ~~this~~and 3.2, ~~report~~respectively, to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K and are incorporated by ~~the~~ ~~undersigned~~reference ~~hereunto~~into ~~duly~~this ~~authorized~~Item 5.03.

	Digital Cinema Destinations Corp.
Dated: August 11, 2014	By:	/s/ Brian D. Pflug
		Name: Brian D. Pflug
		Title: Chief Financial Officer and Principal Accounting Officer

Item 5.07

Submission of Matters to a Vote of Security Holders.

In connection with the Merger, a special meeting of the Company’s stockholders was held on August 13, 2014. At the special meeting, the Company’s stockholders approved the following proposals:

(1) A proposal to adopt the Merger Agreement, as it may be amended from time to time.


For	Against	Abstain
12,744,942	72,127	123,186

(2) A proposal to approve, on a non-binding, advisory basis, of the “golden parachute” compensation that will or may be paid by the Company or its named executive officers in connection with the Merger.


For	Against	Abstain
12,239,964	505,267	195,024

(3) A proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the approval and adoption of the Merger Agreement.


For	Against	Abstain
12,829,715	103,540	7,000

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


3.1		Amended and Restated Certificate of Incorporation of Digital Cinema Destinations Corp.

3.2		Amended and Restated Bylaws of Digital Cinema Destinations Corp.

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.

Digital Cinema Destinations Corp.

Dated: August 18, 2014

/s/ Daniel E. Ellis

Daniel E. Ellis

President and Secretary

Filing Compare · Digital Cinema Destinations Corp.