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 22, 2010

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 3.02. Unregistered Sales of Equity Securities.

On April 22, 2010, in accordance with the terms the Option Agreement dated November 19, 2009, by and among Central European Distribution Corporation, a Delaware corporation (the “Company”), Carey Agri International – Poland Sp. z o.o., a Polish limited liability company and subsidiary of the Company, Lion Capital LLP and Lion/Rally Cayman 4 (“Cayman 4”), Lion/Rally Cayman 5 (“Cayman 5”), Lion/Rally Cayman 6 and Lion/Rally Cayman 7 (the “Lion Option Agreement”), the Company exercised its right to issue to Cayman 4 and Cayman 5, in settlement of consideration owed under the Lion Option Agreement, 799,330 shares and 278,745 shares, respectively (collectively, the “Share Issuance”), of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company claimed the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, in connection with the Share Issuance as the Share Issuance was a transaction by the issuer that did not involve a public offering.

Item 8.01. Other Events.

In accordance with the terms of the Registration Rights Agreement Dated November 19, 2009 by and among the Company, Cayman 4 and Cayman 5, the Company has filed a prospectus supplement with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 in connection with the offering by Cayman 4 and Cayman 5 of an aggregate of 1,078,074 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Company will not receive any proceeds from the sale.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Opinion of Dewey & LeBoeuf LLP regarding the legality of the shares of Common Stock being sold.

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/    CHRISTOPHER BIEDERMANN
	Christopher Biedermann
	Vice President, Chief Financial Officer

Date: April 22, 2010

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Dewey & LeBoeuf LLP regarding the legality of the shares of Common Stock being sold.

EX-5.1

Exhibit 5.1

[Dewey & LeBoeuf LLP Letterhead]

April 22, 2010                

Central European Distribution Corporation

Two Bala Plaza, Suite 300

Bala Cynwyd, PA 19004

Ladies and Gentlemen:

We have acted as counsel for Central European Distribution Corporation, a Delaware corporation (the “Company”), in connection with the sale of an aggregate of 1,078,074 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by Lion/Rally Cayman 4 and Lion/Rally Cayman 5, each a company incorporated in the Cayman Islands (the “Selling Stockholders”), pursuant to a Registration Statement on Form S-3 (File No. 333-149487) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), including a Prospectus Supplement (the “Prospectus Supplement”), dated April 22, 2010, filed with the Securities and Exchange Commission (the “Commission”) on April 22, 2010.

In connection with this letter, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Company and such other instruments as we have deemed necessary or appropriate for the purposes of this letter, including the Registration Statement, the Prospectus Supplement, the Certificate of Incorporation, as amended, of the Company and the Amended and Restated Bylaws of the Company. We have also assumed the authenticity of all instruments presented to us as originals, the conformity to the originals of all instruments presented to us as copies, the genuineness of all signatures, the competency of each person signing each instrument presented to us and the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, contracts, agreements, instruments and certificates we have reviewed as of their stated dates and as of the date hereof.

Based upon the foregoing, and in reliance thereon, and subject to the additional limitations, qualifications and exceptions set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the Delaware General Corporation Law. We do not express any opinion as to any other laws or as to matters governed by any other laws, and we express no opinion with respect to the Company’s compliance or non-compliance with applicable federal securities laws.

We consent to the incorporation by reference of this letter as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal matters” in the Registration Statement and the Prospectus Supplement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Dewey & LeBoeuf LLP

DEWEY & LEBOEUF LLP