-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pglc/0Fqwe/Qvo/Mw0AUVS1zwncWYl23gqzZqcCGGp8aCSEZU+8hg4oklwowflAj /1swYZE73Slgk7D41waKfQ== 0001140361-10-002099.txt : 20100120 0001140361-10-002099.hdr.sgml : 20100120 20100120093831 ACCESSION NUMBER: 0001140361-10-002099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100120 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20100120 DATE AS OF CHANGE: 20100120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD CENTRAL INDEX KEY: 0000925645 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24796 FILM NUMBER: 10534948 BUSINESS ADDRESS: STREET 1: C/O CME DEVELOPMENT CORP STREET 2: 52 CHARLES STREET CITY: LONDON STATE: X0 ZIP: W1J 5EU BUSINESS PHONE: 011442071275800 MAIL ADDRESS: STREET 1: MINTFLOWER PLACE, 4TH FLOOR STREET 2: PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 8-K 1 form8k.htm CENTRAL EUROPEAN MEDIA 8-K 1-20-2010 form8k.htm
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) January 20, 2010

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)

BERMUDA
0-24796
98-0438382
(State or other jurisdiction of incorporation and organisation)
(Commission File Number)
(IRS Employer Identification No.)
     
Mintflower Place, 4th floor
Par-La-Ville Rd, Hamilton, Bermuda
  
HM 08
 
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (441) 296-1431

Clarendon House, Church Street, HM 11 Hamilton, Bermuda
 (Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):

¨ 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 1.01
Entry into a Material Definitive Agreement

On January 20, 2010, Central European Media Enterprises Ltd. (“CME”) and its wholly-owned subsidiary CME Cyprus Holding II Limited (“Cyprus Holding”) entered into a share purchase agreement (the “Agreement”) with Igor Kolomoisky and Harley Trading Limited (“Harley”), a company beneficially owned by Mr. Kolomoisky, to sell CME’s Studio 1+1 and Kino businesses in Ukraine. Aggregate cash consideration for the transaction is US$ 300 million plus the reimbursement of the amount of additional funding CME provides to these businesses between signing and completion.  The amount of additional funding is estimated to be US$ 19 million.

Pursuant to the terms of the Agreement, CME will sell 100% of Cyprus Holding, which owns the entities comprising the Studio 1+1 and Kino businesses, to Harley.  Harley will pay an initial instalment of US$ 30 million on February 1, 2010 and the remaining $270 million plus the reimbursement of the additional cash funding at completion.  Under a guarantee provided by Mr. Kolomoisky under the Agreement, his liability is limited to US$ 30 million.  Completion is subject to the receipt of regulatory approvals by Harley and is expected to occur during the second half of April 2010.  CME is entitled to terminate the Agreement if the initial US$ 30 million instalment is not paid when due.  In addition, in the event completion does not occur for certain specified reasons, CME may be entitled to retain up to the entire amount of the initial instalment of $30 million.
 
Mr. Kolomoisky is a member of the Board of Directors of CME and beneficially owns approximately 2.6% of the outstanding shares of CME.

Item 1.02
Termination of a Material Definitive Agreement
 
In connection with the Agreement, CME, Mr. Kolomoisky and the other parties thereto terminated the agreement dated July 2, 2009, as amended, relating to an investment by Mr. Kolomoisky in CME's Ukraine operations, as described in the Current Report on Form 8-K filed by CME on July 2, 2009.  Item 1.01 is herein incorporated by reference.

 
 
 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.


Date: January 20, 2010
/s/ David Sturgeon
  
 
David Sturgeon
 
Deputy Chief Financial Officer
 
 
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