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 11, 2007
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, Church Street, Hamilton
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HM
11 Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (441)
296-1431
Not
applicable
(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
May
11, 2007, Central European Media Enterprises Ltd. (“CME”) entered into an
amended and restated registration rights agreement (the “Amendment”) with
Testora Limited (“Testora”). Testora is the successor to JR Holdings Limited
(formerly PPF (Cyprus) Ltd., (“PPF”)) under a subscription agreement and a
registration rights agreement with CME, each dated May 2, 2005 (as reported
on
our Form 8-K filed on May 6, 2005). The Amendment modifies the registration
rights granted to Testora in respect of 3,500,000 restricted shares of Class
A
Common Stock of CME (the “Shares”) issued to PPF in 2005 in connection with the
acquisition of the TV Nova group in the Czech Republic.
Under
the
Amendment, Testora has relinquished the right to any demand registrations
granted in 2005. As consideration for Testora’s entering into the Amendment, CME
has agreed to waive certain restrictions on the transfer of the Shares in
order
to permit the Shares to be pledged by Testora under a two-year margin loan.
Following the termination of this margin loan, Testora may continue to be
subject to certain restrictions on transfer and, during the term of any such
restriction, will retain certain piggyback registration rights.
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.
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Date:
May 17, 2007
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/s/
Wallace Macmillan
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Wallace
Macmillan
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Chief
Financial Officer
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