Post-Effective Amendment No 1

0001193125-13-332677.txt : 20130813 0001193125-13-332677.hdr.sgml : 20130813 20130813154805 ACCESSION NUMBER: 0001193125-13-332677 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130813 DATE AS OF CHANGE: 20130813 EFFECTIVENESS DATE: 20130813 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-146375 FILM NUMBER: 131033012 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 S-8 POS 1 d581662ds8pos.htm POST-EFFECTIVE AMENDMENT NO 1 Post-Effective Amendment No 1

As filed with the Securities and Exchange Commission on August 13, 2013

Registration No. 333-146375

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

54-1865271

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

(Address of principal executive offices, including zip code)

2007 STOCK INCENTIVE PLAN

Grant Winterton

Chief Executive Officer

Central European Distribution Corporation

3000 Atrium Way, Suite 265

Mt. Laurel, New Jersey 08054

(Name and Address of Agent for Service)

(856) 273-6980

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Scott Simpson

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Phone: +44 207 519 7040

Fax: +44 207 072 7040

James A. McDonald

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

London E14 5DS

United Kingdom

Phone: +44 207 519 7183

Fax: +44 207 072 7183

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

EXPLANATORY NOTE

This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-146375) filed by Central European Distribution Corporation (the “Company”) on September 28, 2007 (the “Registration Statement”).

On April 7, 2013, the Company and its subsidiaries CEDC Finance Corporation International, Inc. and CEDC Finance Corporation, LLC, filed voluntary petitions for reorganization under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware in order to effectuate the Debtors’ prepackaged chapter 11 plan of reorganization (as amended and restated, the “Plan”). On May 13, 2013, the Bankruptcy Court entered an order confirming the Plan and the Plan became effective on June 5, 2013. Pursuant to the terms of the Plan, all of the Company’s common stock existing on June 5, 2013 was cancelled, including the common stock offered pursuant to the Registration Statement.

Further, the Company has terminated the offering of its securities pursuant to the Registration Statement. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8/A and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mt. Laurel, State of New Jersey, on August 13, 2013.


Central European Distribution Corporation

By		/s/ Grant Winterton
		Name: Grant Winterton
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities indicated and on August 13, 2013.


Signature		Title
/s/ Grant Winterton Grant Winterton		Chief Executive Officer

/s/ Roustam Tariko Roustam Tariko		Chairman of the Board

/s/ Ryan Lee Ryan Lee		Vice President and Chief Financial Officer (principal financial and accounting officer)

/s/ Eberhard von Lohneysen Eberhard von Lohneysen		Director

/s/ N. Scott Fine N. Scott Fine		Director

/s/ Joseph J. Farnan Jr. Joseph J. Farnan Jr.		Director

/s/ Pavel Merkul Pavel Merkul		Director

/s/ Alessandro Picchi Alessandro Picchi		Director

/s/ Jose Aragon Jose Aragon		Director