-----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, EjOKlYhNCp2J3cYveFdznqEjIaOjYYvcuiCHrJCee1/x1fYOzzefTxbYjxotVlDM rCmdIdrLyVv34O2alZ7UZg== 0001193125-06-113884.txt : 20060516 0001193125-06-113884.hdr.sgml : 20060516 20060516163442 ACCESSION NUMBER: 0001193125-06-113884 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060516 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 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: 06846397 BUSINESS ADDRESS: STREET 1: TWO BALA PLAZA STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106607817 MAIL ADDRESS: STREET 1: TWO BALA PLAZA STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 8-K 1 d8k.htm FORM 8-K 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

Date of Report (Date of Earliest Event Reported) – May 16, 2006

 


CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 


 

DELAWARE   0-24341   54-1865271

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

Two Bala Plaza, Suite 300

Bala Cynwyd, Pennsylvania

  19004
(Address of Principal Executive Offices)   (Zip Code)

(610) 660-7817

(Registrant’s telephone number, including area code)

 


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:

 

¨ 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 7.01. Regulation FD Disclosure.

On May 16, 2006, Central European Distribution Corporation (the “Company”) issued a press release announcing that its board of directors has approved a three-for-two stock split of the Company’s common stock for holders of record as of May 29, 2006. The stock split will be effected in the form of a common stock dividend of one share of the Company’s common stock for every two outstanding shares of the Company’s common stock. A copy of this press release is attached as Exhibit 99.1. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  99.1 Press Release issued by Central European Distribution Corporation on May 16, 2006.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:  

/s/ Chris Biedermann

  Chris Biedermann
  Vice President and Chief Financial Officer

Date: May 16, 2006


EXHIBIT INDEX

 

Exhibit No.  

Description

99.1   Press Release issued by Central European Distribution Corporation on May 16, 2006.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

ANNOUNCES 3-FOR-2 STOCK SPLIT

Bala Cynwyd, Pennsylvania, May 16, 2006 – Central European Distribution Corporation (Nasdaq – CEDC) today announced that its Board of Directors approved a three-for-two stock split to be effected in the form of a 50% stock dividend.

The Company’s stockholders will receive a dividend of one share of common stock for every two issued and outstanding shares of the Company’s common stock held by stockholders of record as of May 29, 2006, with stockholders receiving cash in lieu of fractional shares. Following the stock split, the Company will have approximately 35,651,673 shares outstanding, based on the number of shares as of May 16, 2006. The Company has established June 12, 2006 as the payment date for the stock split to be effected by the planned dividend.

If a stockholder is contemplating a sale of the Company’s shares from the record date to the payment date, he or she should consult a broker regarding entitlement to the dividend shares.

“This is our third stock split and is in response to our continued growth and the increase in the market price of our common stock since our last split,” said William V. Carey, President and CEO of CEDC. The split will reduce the price per share, and is intended to broaden the stockholder base and increase the availability of shares for trading.

CEDC is the largest vodka producer in Poland by value and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to European and Asian markets.

CEDC is also the leading distributor by volume and the leading importer by value of alcoholic beverages in Poland. CEDC operates 15 distribution centers and 78 satellite branches throughout Poland. CEDC imports many of the world’s leading brands to Poland, including brands such as Rémy Martin, Metaxa, Jim Beam, Sauza Tequila, Grant’s, E&J Gallo, Sutter Home, Torres, Penfolds and Concha y Toro wines, Corona, Foster’s, and Guinness Stout beers and Evian.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties included in the Company’s Form 10-K for the fiscal year ended December 31, 2005, and in other periodic reports filed by the Company with the Securities and Exchange Commission.

Contact:

James Archbold

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

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