form8-k.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) December 9, 2009
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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):
¨ 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
1.01
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Entry
into a Material Definitive
Agreement
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On
December 9, 2009 in connection with the closing of the acquisition of the Media
Pro Entertainment business (as defined below), Central European Media
Enterprises Ltd. (the “Company”) issued
1,600,000 shares of Class A common stock to Media Pro Management, S.A. (“MP Management”) and
600,000 shares of Class A common stock to Media Pro B.V. (“MP BV”), each
pursuant to a Subscription Agreement dated December 9, 2009 among the Company,
MP Management and MP BV. In addition, on December 9, 2009 the Company issued a
warrant to MP Management to purchase 600,000 shares of Class A common stock and
a warrant to MP BV to purchase 250,000 shares of Class A common stock (the
“Warrants” and
collectively with the shares of Class A common stock, the “Securities”). The
Warrants may be exercised in whole or in part at any time prior to the sixth
anniversary of the issue date at an exercise price of $21.75 per
share.
The
Securities were issued in connection with the Framework Agreement dated July 27,
2009, as amended on December 9, 2009 (the “Framework
Agreement”), among CME Production B.V. and CME Romania B.V., two
wholly-owned subsidiaries of the Company, MP Management, MP BV and Mr. Adrian
Sarbu. Mr. Sarbu, President and Chief Executive Officer of the
Company, is the controlling shareholder of MP Management and MP BV and is
guaranteeing the performance and obligations of MP Management and MP BV under
the Framework Agreement. The Framework Agreement is described in the
Company’s Current Report on Form 8-K filed with the SEC on July 28,
2009.
Total
consideration consisted of $10 million in cash paid to MP Management and the
Securities. In connection with this acquisition, CME Romania B.V. transferred
its 10.0% ownership interest in MP BV and 8.7% ownership interest in MP
Management to Mr. Sarbu for no additional consideration.
Furthermore,
at closing the Company made loans to certain companies of the Media Pro
Entertainment business for purposes of the repayment of certain third party
loans of the Media Pro Entertainment business (including accrued interest
thereon and costs related thereto) in the amount of approximately €18.5 million
(approximately $27.3 million).
The
“Media Pro Entertainment business” consists of 100% of each of Media Pro
Pictures S.A. (“Media Pro Pictures”), Pro Video s.r.l., Media Pro Music and
Entertainment s.r.l., Media Pro Distribution s.r.l., Hollywood Multiplex
Operations s.r.l. and Media Pro Pictures s.r.o., as well as the 81.47% interest
that Media Pro Pictures holds in Media Pro Studios (Studiorile) S.A. and the 51%
interest that Media Pro Pictures holds in Domino Production
s.r.l.
The
Company is relying on the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933, as amended, based on the fact that MP Management
and MP BV were the only entities offered the Securities.
Item
3.02
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Unregistered
Sales of Equity Securities
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The
Company issued the Securities as described in Item 1.01 above.
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.
Date:
December 11, 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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