8-K/A 1 d8ka.txt FORM 8K - AMENDMENT #4 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K/A (Amendment No. 4) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 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 (Commission file number) (IRS employer identification number) of incorporation)
1343 Main Street, Suite 301, Sarasota Florida 34236 (Address of Principal Executive Offices) Registrants telephone number, including area code: (941) 330 1558 Explanatory Note The Registrant is amending its Form 8-K, initially filed on May 9, 2002, to provide the historical unaudited interim financial statements of AGIS S.A. and Damianex S.A., two companies acquired by the Registrant, at and for the period ended March 31, 2002. The Registrant has also added unaudited pro forma financial data at and for the period ended June 30, 2002. 2 ITEM 7 Financial Statements, Pro forma Financial Information and Exhibits (a) Financial Statements of Business Acquired See Exhibit 99.2 for the following financial statements of AGIS S.A.: Balance Sheets at December 31, 2000, 2001 and March 31, 2001 (unaudited) and March 31, 2002 (unaudited) Statements of Income for the years ended December 31, 2000 and 2001 and for the three month periods ended March 31, 2001 (unaudited) and March 31, 2002(unaudited) Statements of Changes in Stockholders' Equity for the years ended December 31, 2000 and 2001 Statements of Cash Flows for the years ended December 31, 2000 and 2001 and for the three month periods ended March 31, 2001(unaudited) and March 31, 2002 (unaudited) Notes to Financial Statements See Exhibit 99.3 for the following financial statements of Damianex S.A.: Balance Sheets at December 31, 2000 and December 31, 2001 and March 31, 2001 (unaudited) and March 31, 2002 (unaudited) Statements of Income for the years ended December 31, 2000 and December 31, 2001 and for the three month periods ended March 31, 2001 (unaudited) and March 31, 2002 (unaudited) Statements of Changes in Stockholders' Equity for the years ended December 31, 2000 and December 31, 2001 Statements of Cash Flows for the years ended December 31, 2000 and December 31, 2001 and for the three month periods ended March 31, 2001 (unaudited) and March 31, 2002 (unaudited) Notes to Financial Statements (b) Unaudited Pro Forma Financial Information See Exhibit 99.4 for the following pro forma financial information: Unaudited pro forma condensed combined balance sheet at June 30, 2002 Unaudited pro forma condensed combined income statement for the six month period ended June 30, 2002 3 Unaudited pro forma condensed combined income statement for the year ended December 31, 2001 Notes to the unaudited pro forma financial information (c) Exhibits. 2.1 Investment Agreement for Damianex S.A. dated April 22, 2002 (attached as Exhibit 2 to the Form 8-K/A filed on May 14, 2002). 2.2 Shares Purchase Agreement for AGIS S.A. dated April 24, 2002 (attached as Exhibit 2.2 to the Form 8-K/A filed on June 3, 2002). 23 Consent of Ernst & Young Sp. z o. o 99.1 Press Release dated April 25, 2002 concerning the completion of two strategic acquisitions of AGIS S.A. and Damianex S.A (attached as Exhibit 99.1 to the Form 8-K filed on May 9, 2002). 99.2 Financial Statements of AGIS S.A 99.3 Financial Statements of Damianex S.A. 99.4 Unaudited Pro Forma Financial Information 4 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. Dated: August 28, 2002 Central European Distribution Corporation By: /s/ James Archbold ------------------------------- James Archbold Vice President and Secretary 5 Exhibit Index Exhibit No. Description 2.1 Investment Agreement for Damianex S.A. dated April 22, 2002 (attached as Exhibit 2 to the Form 8-K/A filed on May 14, 2002). 2.2 Shares Purchase Agreement for AGIS S.A. dated April 24, 2002 (attached as Exhibit 2.2 to the Form 8-K/A filed on June 3, 2002). 23 Consent of Ernst & Young Sp. z o. o 99.1 Press Release dated April 25, 2002 concerning the completion of two strategic acquisitions of AGIS S.A. and Damianex S.A (attached as Exhibit 99.1 to the Form 8-K filed on May 9, 2002). 99.2 Financial Statements of AGIS S.A 99.3 Financial Statements of Damianex S.A. 99.4 Unaudited Pro Forma Financial Information 6