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) – April 30, 2007

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-18652710
(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 2.02. Results of Operations and Financial Condition.

On May 2, 2007, Central European Distribution Corporation issued a press release announcing its financial results for the three months ended March 31, 2007. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Such 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2007 at Central European Distribution Corporation’s (the “Company”) 2007 annual meeting of stockholders (the “Annual Meeting”), the stockholders of the Company approved the Company’s 2007 stock incentive plan (the “2007 Plan”), which had previously been approved by the Company’s board of directors, subject to stockholder approval. The following is a summary description of certain features of the 2007 Plan. The following summary is qualified in its entirety by the full text of the 2007 Plan that is attached hereto as Exhibit 10.1.

Securities to be Offered. Subject to adjustment as provided in the 2007 Plan, the number of shares of common stock available for issuance under the 2007 Plan shall be 1,397,333. The number of shares of common stock available for issuance of Incentive Stock Options under the 2007 Plan shall be 1,397,333. If any shares covered by a grant are not purchased or are forfeited, or if a grant otherwise terminates without delivery of any shares subject thereto, then the number of shares of common stock counted against the aggregate number of shares available under the 2007 Plan with respect to such grant shall, to the extent of any such forfeiture or termination, again be available for making grants under the 2007 Plan.

Administration. The 2007 Plan shall be administered by the Compensation Committee of the board of directors (the “Committee”), which shall have the full power and authority to take all actions and to make all determinations required or provided for under the 2007 Plan. Subject to the terms of the 2007 Plan, the Committee has the full and final authority to designate grantees, determine the type(s) of grants and number of shares of common stock subject thereto, and establish the terms and conditions of each grant relating to vesting, exercise, transfer, or forfeiture of such grant or the underlying shares subject thereto. The Committee, in its discretion, has the right to require the return of previously awarded grants as a condition to any subsequent grant made under the 2007 Plan. Grants made to outside directors shall be approved by the board and all rights, powers and authorities vested in the Committee under the 2007 Plan shall instead be exercised by the board, and all provisions of the 2007 Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to the board for such purpose.

Eligibility and Participation. Awards under the 2007 Plan may be granted to any employee (including officers and directors) of the Company, a parent of the Company, or any of its subsidiaries, as well as to any outside director or “service provider” (defined as a consultant or adviser to the Company, a manager of the Company’s properties or affairs, or other similar service provider of the Company), as may be designated from time to time by the Committee and whose participation in the 2007 Plan is deemed to be in the best interests of the Company.

Stock Options. The Company may grant either incentive stock options (within the meaning of Section 422 of the Internal Revenue Code (the “Code”)), or nonqualified stock options. The exercise price of an option will be determined by the Committee, provided that the exercise price per share will not be less than the fair market value of a share of common stock on the date of grant of the option. The Committee will determine the vesting and/or exercisability requirements and the term of exercise of each option. Generally, all vesting of options ceases upon the termination of the Grantee’s employment or other service relationship with the Company, provided that if such termination is on account of death or disability, such grantee is entitled to certain additional vesting rights. The maximum term of a stock option will be ten years from the date of grant. For purposes of Section 422 of the Code, the maximum value of shares of common stock (determined at the time of grant) that may be subject to incentive stock options that become exercisable by an employee in any one year is limited to $100,000. For purposes of Section 162(m) of the Code, the maximum number of shares of common stock that may be covered under options granted under the 2007 Plan to any grantee in any calendar year is 202,500 shares of common stock.

The 2007 Plan provides that each outside director who is initially elected to the board shall automatically be awarded a grant of a nonqualified option to purchase 5,000 shares of common stock. Thereafter, all outside directors shall, on each anniversary date of his or her election to the board, automatically receive additional grants of nonqualified options to purchase 5,000 shares of common stock. In addition, the board may make discretionary option grants to any outside director under the 2007 Plan.

Stock Appreciation Rights. The Committee may make grants of stock appreciation rights (“SAR”) under the 2007 Plan. A stock appreciation right entitles the grantee, upon exercise, to receive a payment based on the excess of the fair market value of a share of common stock on the date of exercise over the option price of the right, multiplied by the number of shares of common stock as to which the right is being exercised. The option price may not be less than the fair market value of a share of common stock on the date of grant. The Committee will determine the vesting requirements and the term of exercise of each stock appreciation right, including the effect of termination of employment or service of a grantee. The maximum term of a stock appreciation right will be ten years from the date of grant. For purposes of Section 162(m) of the Code, the maximum number of shares of common stock that may be subject to stock appreciation rights granted under the 2007 Plan to any grantee during any calendar year is 202,500 shares of common stock. Stock appreciation rights may be payable in cash or in shares of common stock or in a combination of both.

Restricted Stock Awards and Restricted Stock Units. The Committee may make grants of restricted stock awards or restricted stock units under the 2007 Plan. A restricted stock award represents shares of common stock that are issued subject to restrictions on transfer and vesting requirements as determined by the Committee. An award of restricted stock units provides the grantee with a conditional right to receive shares of common stock in the future. Vesting requirements shall be based on the continued employment of the grantee for specified time periods. In addition, the Committee may prescribe other vesting conditions, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the restricted stock award or restricted stock unit award. Performance objectives shall be based on common stock price, market share, sales, earnings per share, return on equity or costs, and may include positive results, maintaining the status quo, or limiting economic loss. Generally, all vesting of restricted stock awards or restricted stock units ceases upon the termination of the Grantee’s employment or other service relationship with the Company, provided that if such termination is on account of death or disability, such grantee is entitled to

certain additional vesting rights. Subject to the transfer restrictions and vesting requirements of a restricted stock award, a grantee will have the rights of a stockholder of the Company, including all voting and dividend rights, during the restriction period, unless the Committee determines otherwise at the time of the grant. Holders of restricted stock units will have no rights as stockholders of the Company unless otherwise provided in an award agreement. For purposes of Section 162(m) of the Code, the maximum number of shares of common stock that may be subject to restricted stock awards or restricted stock units granted under the 2007 Plan to any grantee during any calendar year is 202,500 shares of common stock.

Change in Stock/Reorganization/Change in control. If the number of outstanding shares of common stock is increased or decreased or the shares of common stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company, the maximum number and kind of shares set forth in the 2007 Plan shall be equitably adjusted in a manner deemed appropriate by the Committee. In addition, the number and kind of shares for which grants are outstanding, and the option price per share, if applicable, shall be equitably adjusted in a manner deemed appropriate by the Committee.

In the event the Company is a party to any reorganization, merger or consolidation with one or more other entities, the maximum number and kind of shares set forth in the 2007 Plan may be equitably adjusted in a manner deemed appropriate by the Committee. In addition, (i) provision may be made by the Committee for the cash settlement of grants for an equivalent cash value, as determined by the Committee or (ii) the number and kind of shares for which grants are outstanding, and the option price per share, if applicable, may be equitably adjusted in a manner deemed appropriate by the Committee.

In connection with a “change in control” (as defined in the 2007 Plan), the Committee may provide for one of the following with respect to outstanding grants: (i) the assumption or substitution of such grants, with appropriate adjustment in the number and kind of shares for which grants are outstanding, and the option price per share, if applicable, as deemed appropriate by the Committee, (ii) provision for the cash settlement of a grant for an equivalent cash value, as determined by the Committee, or (iii) such other modification or adjustment to a grant as the Committee deems appropriate to maintain and protect the rights and interests of grantees upon or following a change in control. Unless otherwise provided by the Committee and set forth in the award agreement, upon a change in control, each outstanding grant shall become fully vested and exercisable.

Term; Amendment and Termination. The term of the 2007 Plan is ten years from the date of the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Central European Distribution Corporation 2007 Stock Incentive Plan (incorporated herein by reference to Appendix A to Central European Distribution Corporation’s definitive proxy statement on Schedule 14A (File No. 000-24341), filed on March 27, 2007).
99.1	Press Release issued by Central European Distribution Corporation on May 2, 2007.

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 2, 2007

EXHIBIT INDEX

Exhibit No.	Description
10.1	Central European Distribution Corporation 2007 Stock Incentive Plan (incorporated herein by reference to Appendix A to Central European Distribution Corporation’s definitive proxy statement on Schedule 14A (File No. 000-24341), filed on March 27, 2007).
99.1	Press Release issued by Central European Distribution Corporation on May 2, 2007.

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Announces First Quarter 2007 Results; Operating Income Increases 30% over First Quarter 2006

Bala Cynwyd, Pennsylvania May 2, 2007: Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for fiscal first quarter 2007. Net sales for the first quarter 2007 increased 20% to $228 million from the $190 million reported for the same period in 2006. Operating income increased by 30% to $18.9 million from $14.6 million for the same period in 2006.

On a comparable basis, CEDC announced net income of $7.8 million, or $0.20 per fully diluted share for the first quarter 2007, as compared to $4.9 million or $0.14 per fully diluted share for the same period in 2006. On a U.S. GAAP basis (as hereinafter defined), CEDC announced a net loss of $5.2 million or $0.13 per fully diluted share for the first quarter of 2007, as compared to net income of $7.8 million, or $0.22 per fully diluted share, for the same period in 2006. The major differences between the U.S. GAAP net income and comparable non-GAAP net income reflects unrealized foreign exchange movements relating to our Senior Secured Notes and costs associated with the early retirement of debt. For a reconciliation of comparable non-GAAP net income to the net loss reported under United States Generally Accepted Accounting Principles (“GAAP”), please see the section “Unaudited Reconciliation of Non-GAAP Measures”. The weighted average number of shares used for calculating diluted earnings per share for first quarter 2007 was 39.4 million compared to 36.0 million for the first quarter 2006.

Some of the Company’s key financial highlights for the first quarter 2007 compared to the same quarter last year include the following:

• Net sales up 20%

• Organic sales growth of 15%

• Gross profit up 24%

• Gross margins up from 19.7% to 20.3%

• Operating income up 30%

• Exclusive import portfolio growth of 74%

• Export sales increased by 35%

Mr. William Carey, CEO and President, said, “The Polish economy has hit record levels of GDP growth of approximately 8% in the first quarter 2007, which has fueled demand for our branded products, as is evidenced in our sales of exclusive import brands growth of 74%. We also had double digit growth of our top four core vodka brands. The recent integration of our distribution and production companies coupled with strong consumer demand for branded beverages has driven our organic sales growth to record levels of 15%. Spirit pricing has continued to drop year to date by 5-7% versus our 2007 budgeted spirit pricing of approximately $1.15 per liter.”

Mr. Carey continued, “With our successful offering of shares in December and February, we were able to pay down 20% of our outstanding Senior Secured Notes which had much higher interest rates than we have been able to obtain recently. As a result of this improvement in ongoing interest rates, the company took one time charges related to the early retirement of our Senior Secured Notes, as described in the Unaudited Reconciliation of Non-GAAP Measures. All charges related to the early retirement of our Senior Secured Notes are reflected in the first quarter of 2007.”

CEDC has reported net income and diluted net income per share in accordance with GAAP and on a non-GAAP basis, referred to in this release as comparable non-GAAP net income. CEDC’s management believes that the non-GAAP reporting giving effect to the adjustments shown in the attached reconciliation provides meaningful information and an alternative presentation useful to investors’ understanding of CEDC’s core operating results and trends. CEDC discusses results on a comparable basis in order to give investors better insight into underlying business trends from continuing operations. CEDC’s calculation of these measures may not be the same as similarly named measures presented by other companies. This measure is not presented as an alternative to net income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures. A reconciliation of GAAP to non-GAAP measures can be found in the section “Unaudited Reconciliation of Non-GAAP Measures” at the end of this press release.

CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world. CEDC also produces and distributes Royal Vodka, the number one selling vodka in Hungary.

CEDC also is the leading distributor and the leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC operates 16 distribution centers and 76 satellite branches and imports many of the world’s leading brands, including brands such as Remy Martin, Jagermeister, 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 CEDC 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. CEDC 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 CEDC’s Form 10-K for the fiscal year ended December 31, 2006, and in other periodic and current reports filed by CEDC with the Securities and Exchange Commission.

Contact:

Jim Archbold,

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(Amount in columns expressed in thousands)

	March 31,			December 31,
	2007			2006
ASSETS
Current Assets
Cash and cash equivalents	$	108,674		$	159,362
Accounts receivable, net of allowance for doubtful accounts of $24,538 and $24,354 respectively		179,889			224,575
Inventories		78,076			89,522
Prepaid expenses and other current assets		12,296			24,299
Deferred income taxes		6,584			5,336
Total Current Assets		385,519			503,094
Intangible assets, net		431,075			371,624
Goodwill, net		424,788			398,005
Property, plant and equipment, net		50,553			49,801
Deferred income taxes		8,110			3,305
Other assets		200			204
Total Assets	$	1,300,245		$	1,326,033
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	91,735		$	138,585
Bank loans and overdraft facilities		113,230			24,656
Income taxes payable		6,123			2,975
Taxes other than income taxes		70,086			94,985
Other accrued liabilities		52,952			57,620
Current portions of obligations under capital leases		2,219			2,005
Total Current Liabilities		336,345			320,826
Long-term debt, less current maturities		4			8
Long-term obligations under capital leases		748			1,122
Long-term obligations under Senior Secured Notes		314,955			393,434
Deferred income taxes		78,535			68,275
Total Long Term Liabilities		394,242			462,839
Minority interests		5,808			21,395
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 40,309,482 and 38,691,635 shares issued at March 31, 2007 and December 31, 2006, respectively)		404			387
Additional paid-in-capital		423,097			374,985
Retained earnings		122,908			128,084
Accumulated other comprehensive income		17,591			17,667
Less Treasury Stock at cost (246,037 shares at March 31, 2007 and December 31, 2006)		(150	)		(150	)
Total Stockholders’ Equity		563,849			520,973
Total Liabilities and Stockholders’ Equity	$	1,300,245		$	1,326,033

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

(Amount in columns expressed in thousands, except share and per share information)

	Three months ended
PROFIT AND LOSS	March 31, 2007			March 31, 2006
Sales	$	288,996		$	239,477
Excise taxes		(60,782	)		(49,360	)
Net Sales		228,214			190,117
Cost of goods sold		181,897			152,656
Gross Profit	$	46,317		$	37,461
Operating expenses		27,402			22,889
Operating Income	$	18,915		$	14,572
Non operating income / (expense), net
Interest / (expense), net		(8,649	)		(8,059	)
Other financial income / (expense), net		(15,400	)		3,823
Other non operating income / (expense), net		(343	)		1,311
Income before taxes	($	5,477	)	$	11,647
Income tax (benefit) / expense		(1,030	)		1,864
Minority interests		729			1,968
Net income	($	5,176	)	$	7,815
Net income per share of common stock, basic	($	0.13	)	$	0.22
Net income per share of common stock, diluted	($	0.13	)	$	0.22

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

(Amount in columns expressed in thousands)

	Three months ended March 31,
CASH FLOW	2007			2006
Operating Activities
Net income	($	5,176	)	$	7,815
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		2,434			2,069
Deferred income taxes		(7,148	)		1,872
Bad debt provision		188			377
Minority interests		729			1,968
Hedge valuation		—			(11,772	)
Unrealized foreign exchange losses		3,364			7,753
Cost of debt extinguishment		11,869			—
Stock options expense		463			242
Changes in operating assets and liabilities:
Accounts receivable		44,461			46,815
Inventories		11,431			12,576
Prepayments and other current assets		6,807			1,802
Trade accounts payable		(46,825	)		(41,235	)
Income and other taxes		(16,543	)		(10,724	)
Other accrued liabilities and other		(3,649	)		(9,882	)
Net Cash provided by Operating Activities		2,405			9,676
Investing Activities
Investment in distribution assets		(5,410	)		(1,245	)
Proceeds from the disposal of equipment		2,647			114
Proceeds from the disposal of financial assets		—			1,150
Refundable purchase price related to Botapol acquisition		5,000			—
Acquisitions of subsidiaries, net of cash acquired		(90,917	)		(1,260	)
Net Cash used in Investing Activities		(88,680	)		(1,241	)
Financing Activities
Borrowings on bank loans and overdraft facility		94,311			6,035
Payment of bank loans and overdraft facility		(5,733	)		(839	)
Payment of Senior Secured Notes		(95,440	)		—
Hedge closure		—			(4,677	)
Payment of capital leases		(160	)		(405	)
Issuance of shares in public placement		42,354			—
Options exercised		311			293
Net Cash provided by Financing Activities		35,643			407
Currency effect on brought forward cash balances		(56	)		673
Net Increase / (Decrease) in Cash		(50,632	)		9,515
Cash and cash equivalents at beginning of period		159,362			60,745
Cash and cash equivalents at end of period	$	108,674		$	70,260
Supplemental disclosures of cash flow information
Interest paid	$	18,124		$	19,754
Income tax paid	$	6,119		$	4,681

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except share and per share information)

	Three Months Ended March 31,
	2007			2006
GAAP net income/(loss)	$	(5,176	)	$	7,815
Foreign exchange impact and hedge revaluation		2,725			(3,097	)	(A	)
Pre-acquisition financing costs		283			—		(B	)
One-time costs associated with early retirement of debt		9,609			—		(C	)
Impact of expensing stock options		360			196		(D	)
		—			—
Comparable non-GAAP net income	$	7,801		$	4,914
Comparable net income per share of common stock, basic	$	0.20		$	0.14
Comparable net income per share of common stock, diluted	$	0.20		$	0.14

Comparable measures are provided as additional information as management believes this information provides investors with better insight on underlying business trends and results in order to evaluate ongoing financial performance. Descriptions of these items are presented below:

A. Represents the net after tax impact of the foreign currency revaluation related to our Senior Secured Notes and mark to market revaluation of financing related hedges.

B. Represents other miscellaneous costs incurred in 2007, directly related to the tender for additional shares of Polmos Bialystok.

C. Represents the net after tax impact associated with the early retirement of 20% of CEDC’s outstanding Senior Secured Notes, including an 8% one-time redemption premium payment to the Noteholders and write-off of prepaid financing costs.

D. On January 1, 2006 CEDC adopted SFAS 123(R) and began to expense stock options. This amount represents the net after tax impact of the expensing of stock options.