form8k.htm
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) November 25, 2009
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, Church Street, Hamilton
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HM
C11 Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (441) 296-1431
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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
November 25, 2009, CME Holdco L.P. (“CME Holdco”), which held 6,312,839 shares
of Class B Common Stock of Central European Media Enterprises Ltd. (“CME”),
converted (i) 3,138,566 shares of Class B Common Stock of CME into 3,138,566
shares of Class A Common Stock of CME and transferred such shares to Adele
(Guernsey) L.P. (“Adele”), a fund affiliated with Apax Partners; (ii) 72,620
shares of Class B Common Stock into 72,620 shares of Class A Common Stock and
transferred such shares to Mr. Leonard A. Lauder; and (iii) 110,717 shares of
Class B Common Stock into 110,717 shares of Class A Common Stock and transferred
such shares to LWG Family Partners, L.P. Shares of Class B
Common Stock of CME are convertible on a one-for-one basis into shares of Class
A Common Stock at the option of the holder for no additional
consideration.
The
remaining 2,990,936 shares of Class B Common Stock of CME held by CME Holdco
have been distributed on the same date to the remaining partners of CME Holdco,
all of whom are beneficially owned by Ronald Lauder, as follows: (i) 63,729
shares of Class B Common Stock to RSL Investment LLC; (ii) 2,821,976 shares of
Class B Common Stock to RSL Investments Corporation; and (iii) 105,231 shares of
Class B Common Stock to RAJ Family Partners, L.P.
The
shares of Class A Common Stock issued as a result of these conversions are
exempt from registration pursuant to Section 3(a)(9) of the Securities Act of
1933, as amended.
Following
these conversions, 53,846,176 shares of Class A Common Stock of CME are
outstanding and 7,490,936 shares of Class B Common Stock are
outstanding.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
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Date:
December 1, 2009
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/s/
David Sturgeon |
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David
Sturgeon
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Deputy
Chief Financial Officer
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