0001193125-12-213693.txt : 20120507 0001193125-12-213693.hdr.sgml : 20120507 20120507085839 ACCESSION NUMBER: 0001193125-12-213693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120504 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20120507 DATE AS OF CHANGE: 20120507 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: 001-35293 FILM NUMBER: 12816046 BUSINESS ADDRESS: STREET 1: 3000 ATRIUM WAY STREET 2: SUITE 265 CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 8562736970 MAIL ADDRESS: STREET 1: 3000 ATRIUM WAY STREET 2: SUITE 265 CITY: MT LAUREL STATE: NJ ZIP: 08054 8-K 1 d347796d8k.htm FORM 8-K Form 8-K

 

UNITED STATES

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 4, 2012

 

 

CENTRAL EUROPEAN

DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

DELAWARE   001-35293   54-1865271

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3000 Atrium Way, Suite 265

Mount Laurel, New Jersey

   08054
(Address of Principal Executive Offices)   (Zip Code)

(856) 273-6980

(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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Item 3.02. Unregistered Sales of Equity Securities.

Pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated April 23, 2012, between Central European Distribution Corporation (“CEDC”) and Roust Trading Ltd. (“Roust Trading”), on May 4, 2012, CEDC sold 5,714,286 shares (the “Initial Shares”) of newly issued common stock, par value $0.01 per share, to Roust Trading for an aggregate purchase price of $30,000,000, or $5.25 per share, and sold a new debt security due 2013 in an aggregate principal amount of $70,000,000 to Joint Stock Company “Russian Standard Bank”, an affiliate of Roust Trading. The above described transactions were fully completed on May 7, 2012. The Securities Purchase Agreement and other transaction documents and the transactions contemplated thereby were described in and filed as exhibits to CEDC’s Current Report on Form 8-K filed with the Securities Exchange Commission on April 24, 2012.

 

 

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 and Chief Financial

Officer

Date: May 7, 2012