-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tp7bpBN/7KhKorZ2soKl7aSjieqX8AZgyDuMBCrypaRe84pbUhs2Naax5M20CbHK jMU1CseoT8zEQxkVw7DTBw== 0001021408-02-004315.txt : 20020415 0001021408-02-004315.hdr.sgml : 20020415 ACCESSION NUMBER: 0001021408-02-004315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020328 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN DISTRIBUTION CORP CENTRAL INDEX KEY: 0001046880 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES [5180] IRS NUMBER: 541865271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24341 FILM NUMBER: 02591810 BUSINESS ADDRESS: STREET 1: PALM TOWER BUILDING STREET 2: 1343 MAIN STREET SUITE 301 CITY: SARASOTA STATE: FL ZIP: 34236 BUSINESS PHONE: 9413301558 MAIL ADDRESS: STREET 1: PALM TOWER BUILDING STREET 2: 1343 MAIN STREET SUITE 301 CITY: SARASOTA STATE: FL ZIP: 34236 8-K 1 d8k.txt FORM 8-K 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 March 28, 2002 (Date of Report) Central European Distribution Corporation (Exact name of registrant as specified in its charter) Delaware 0-24341 54-1865271 (State or other jurisdiction of incorporation) (Commission file number) (IRS employer identification number)
1343 Main Street, Suite 301, Sarasota Florida 34236 (Address of Principal Executive Offices) Registrants telephone number, including area code: (941) 330-1558 Item 5. Other Events. ------------- On March 28, 2002, Central European Distribution Corporation (the "Company") completed a private placement of 800,000 shares of its common stock at $10.50 per share, raising gross proceeds of $8.4 million. A copy of the press release is attached as Exhibit 99.1. The Company is required to file a registration statement within 90 days of the closing, and to cause this registration statement to become effective within 150 days of the closing, to facilitate the resale of these shares. The holders of the Company's 200,000 warrants will have piggy-back registration rights in connection with this registration statement. The warrants are convertible into shares of the Company common stock on a 1-to-1 basis. Item 7. Financial Statements and Exhibits. ---------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description --- ----------- 99.1 Press Release dated March 28, 2002 regarding completion of private placement to finance acquisitions. SIGNATURE 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. Central European Distribution Corporation Date: March 28, 2002 /s/ James Archbold ---------------------------------------------- James Archbold Secretary
EX-99.1 3 dex991.txt PRESS RELEASE Exhibit 99.1 Central European Distribution Corporation Announces Completion of $8.4 Million Private Placement to Finance Acquisitions Sarasota, Florida--(PRNewswire)--March 28, 2002--Central European Distribution Corporation (NASDAQ:CEDC - news) today announced that it has completed a private placement of 800,000 shares of its common stock at $10.50 per share, for gross proceeds of $8.4 million. Brean Murray and Co. acted as placement agent in the transaction. William Carey, President and CEO, said: "The participants in this placement were well-known national and international institutions, some of whom were current shareholders. We are pleased with the vote of confidence in us that some of our current, and past, investors have shown by participating in this offering. Additionally, we welcome our new shareholders and look forward to a long-term relationship with them." Neil Crook, CFO, added: "With the funds from this placement, we will finance the acquisitions of Damianex and Agis that we have previously announced and will use any remaining funds for general corporate purposes. The two companies to be acquired had combined net income of $2.5 million in 2001, and we expect the acquisitions to be accretive to the Company's net income in 2002. We are projecting net revenues of between $310-$315 million for 2002 and net earnings per share of between $1.10-$1.15. The net earnings per share projection includes the addition of the shares issued for the private placement and the completion of the two acquisitions." CEDC is the leading importer of beers, wines and spirits, as well as the largest distributor of domestic vodka on a nationwide basis in Poland. The Company operates seventeen regional distribution centers in major urban areas throughout Poland, one of Europe's fastest growing economies, from which it distributes many of the world's leading brands, including brands such as Johnnie Walker Scotch, Stock Brandy, Sutter Home, Torres, Mondavi and Concha y Toro wines, Corona, Beck's Pilsner, Foster's, Budweiser Budvar and Guinness Stout beers. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties that are detailed from time to time in the Company's Security and Exchange Commission Reports. For more information, please contact: James Archbold Director of Investor Relations (941) 330-1558 www.ced-c.com - -------------
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