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): June 30, 2008
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 – Other Events
On June
30, 2008, Central European Media Enterprises Ltd. and certain of its
subsidiaries (collectively, “CME” or the “Company”) completed the
purchase of a 30% beneficial ownership interest in the Studio 1+1 Group (as
defined below) from the Company’s partners, Alexander Rodnyansky and Boris
Fuchsmann. The transactions were consummated pursuant to the Framework Agreement
(the “Framework
Agreement”) dated January 31, 2008 among the Company, the Studio 1+1
Group, Alexander Rodnyansky, Boris Fuchsmann and certain of their affiliates,
which was reported previously in a Current Report on Form 8-K filed with the SEC
on February 5, 2008. CME now holds a 90% beneficial ownership interest in the
Studio 1+1 Group, and pursuant to the Framework Agreement, Messrs. Rodnyansky
and Fuchsmann have a put option and CME has a call option for the remaining 10%
interest in the Studio 1+1 Group held by Messrs. Rodnyansky and Fuchsmann. In
conjunction with the entry into in the Framework Agreement, CME also entered
into an Assignment Agreement (the “Assignment Agreement”) with
Igor Kolomoisky, a shareholder of the Company and a member of the Company’s
Board of Directors, pursuant to which Mr. Kolomoisky assigned his option
interests in the Studio 1+1 Group to CME. The aggregate consideration paid by
CME for the transactions completed on June 30, 2008, exclusive of the put and
call options, was approximately U.S.$ 219.6 million in cash, of which
approximately U.S.$ 79.6 million was paid to Messrs. Fuchsmann and Rodnyansky
(or their respective affiliates) and U.S.$ 140.0 million was paid to Mr.
Kolomoisky for the assignment of the option.
The put
option has an initial minimum price of U.S.$ 95.4 million, which increases to
U.S.$ 102.3 million from the first anniversary of the completion and to the
greater of U.S.$ 109.1 million or an independent valuation from the second
anniversary of the completion. The call price is initially set at U.S. $ 109.1
million. From the first anniversary of the completion, the call price
will be based on an independent valuation with a minimum price of U.S.$ 109.1
million. If CME exercises its call rights, Messrs Fuchsmann and Rodnyansky have
the right to receive consideration in cash or shares of CME’s Class A Common
Stock.
The
Studio 1+1 Group is the principal entity through which the operations of the
Studio 1+1 television station are conducted and is comprised of several entities
in which CME holds direct or indirect interests. These entities include Studio
1+1 LLC, Innova Film Gmbh and International Media Services Ltd. For additional
information on the Framework Agreement, the Assignment Agreement and the related
agreements, please see the Company’s Current Report on Form 8-K filed with the
SEC on February 5, 2008.
A press
release relating to the transaction is furnished as Exhibit 99.1 and
incorporated herein by reference. Such Exhibit shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits
The following exhibit is furnished under
Item 8.01 as part of this
report:
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Press release of the Company,
dated July
1,
2008.
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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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CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
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Date:
July 1, 2008
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/s/ Wallace
Macmillan
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Wallace
Macmillan
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Chief
Financial Officer
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