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): August 10, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 10, 2012, Central European Distribution Corporation (the “Company”) received a notification letter from a representative of the Listing Qualifications Department of The NASDAQ OMX Group (“NASDAQ”) stating that due to the Company’s inability to timely file its Form 10-Q for the period ended June 30, 2012 (the “2^nd Quarter Form 10-Q”), the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1). This notification was issued in accordance with standard NASDAQ procedures, in connection with the Company’s announcement on August 10, 2012, on Form 12b-25 that the Company would not be able to timely file its 2^nd Quarter Form 10-Q.

The NASDAQ notification letter noted that the Company has until October 9, 2012 to submit to NASDAQ a plan to regain compliance with the applicable listing rule. Upon acceptance of the Company’s compliance plan, NASDAQ may grant the Company an exception of up to 180 calendar days from the 2^nd Quarter Form 10-Q’s initial due date, or until February 5, 2013, for the Company to regain compliance with NASDAQ’s filing requirements for continued listing. The Company intends to file its 2^nd Quarter Form 10-Q with the United States Securities and Exchange Commission as soon as practicable. If necessary, the Company will submit a plan to regain compliance with NASDAQ’s filing requirements within the 60 day deadline.

Item 7.01 Regulation FD Disclosure.

On August 13, 2012, the Company issued a press release, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 13, 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/ Chris Biedermann
	Chris Biedermann Chief Financial Officer

Date: August 13, 2012

EX-99.1

Exhibit 99.1

Central European Distribution Corporation

Receives NASDAQ Notification Letter

Mt. Laurel, New Jersey – August 13, 2012 – Central European Distribution Corporation (NASDAQ: CEDC) announced that on August 10, 2012, CEDC received a notification letter from a representative of the Listing Qualifications Department of The NASDAQ OMX Group (“NASDAQ”) stating that due to CEDC’s inability to timely file its Form 10-Q for the period ended June 30, 2012 (the “2^nd Quarter Form 10-Q”), CEDC was not in compliance with NASDAQ Listing Rule 5250(c)(1). This notification was issued in accordance with standard NASDAQ procedures, in connection with CEDC’s announcement on August 10, 2012, on Form 12b-25 that CEDC would not be able to timely file its 2^nd Quarter Form 10-Q.

The NASDAQ notification letter noted that CEDC has until October 9, 2012 to submit a plan to regain compliance with the applicable listing rule to NASDAQ. Upon acceptance of CEDC’s compliance plan, NASDAQ may grant CEDC an exception of up to 180 calendar days from the 2^nd Quarter Form 10-Q’s initial due date, or until February 5, 2013, for CEDC to regain compliance with NASDAQ’s filing requirements for continued listing.

The NASDAQ notice has no immediate effect on the listing or trading of CEDC’s common stock on the NASDAQ Global Select Market. CEDC intends to file its 2^nd Quarter Form 10-Q as soon as practicable and to fully regain compliance with the NASDAQ continued listing requirements upon such filing of its 2^nd Quarter Form 10-Q. If necessary, CEDC will submit a plan to regain compliance with NASDAQ’s filing requirements within the 60 day deadline.

About Central European Distribution Company

CEDC is one of the world’s largest producers of vodka and Central and Eastern Europe’s largest integrated spirit beverage company. CEDC produces the Green Mark, Absolwent, Zubrowka, Bols, Parliament, Zhuravli, Royal and Soplica brands, among others. CEDC exports its products to many markets around the world, including the United States, England, France and Japan. CEDC also is a leading importer of alcoholic beverages in Poland, Russia and Hungary.

In Poland, CEDC imports many of the world’s leading brands, including Carlo Rossi Wines, Concha y Toro wines, Metaxa Liqueur, Rémy Martin Cognac, Sutter Home wines, Grant’s Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher’s Whisky, Campari, Cinzano, and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with brands such as Concha y Toro, among others.

Cautionary Statement about Forward-Looking Information

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements about CEDC’s anticipated time frame for filing restated financial statements and its 2^nd Quarter Form 10-Q and CEDC’s future compliance with the NASDAQ continued listing requirements. Forward looking statements are based on CEDC’s knowledge of facts as of the date hereof and 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 CEDC’s forward looking statements. Such risks include, among others, uncertainties regarding the timing of the completion of CEDC’s Audit Committee’s investigation and the restatement, unanticipated accounting issues or audit issues regarding the financial data for the periods to be restated or adjusted, the inability of CEDC or its independent registered public accounting firm to confirm relevant information or data, unanticipated issues which prevent or delay CEDC’s independent public accounting firm from concluding the audit or that require additional efforts, procedures or review, CEDC’s inability to design or improve internal controls to address the identified issues, the impact of the late filing on CEDC’s compliance with certain covenants included in CEDC’s debt obligations, and the impact of the restatement and the late filing of its 2nd Quarter Form 10-Q, on CEDC’s ongoing compliance with its legal and regulatory requirements. 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 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, 2011, including statements made under the captions “Item 1A. Risks Relating to Our Business” and in other documents filed by CEDC with the SEC.

Contact

Jim Archbold

Investor Relations Officer

Central European Distribution Corporation

856-273-6980

Anna Załuska

Corporate PR Manager

Central European Distribution Corporation

48-22-456-6061