Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333- 151811
PROSPECTUS
SUPPLEMENT NO. 2
To
prospectus dated June 20, 2008
Class
A Common Stock
This
prospectus supplement no. 2, which supplements the prospectus dated June 20,
2008 and filed by us on June 20, 2008 and the prospectus supplement no. 1 dated
July 11, 2008 and filed by us on July 11, 2008, relates to the resale from time
to time by selling shareholders of shares of our Class A common stock that we
may issue to them upon the conversion of our 3.50% Senior Convertible Notes due
2013, or the “notes”.
You should read this prospectus supplement in
conjunction with the related prospectus and the related prospectus supplement
no. 1. This prospectus supplement is not complete without, and may not be
delivered or used except in conjunction with, the prospectus, including any
amendments or supplements to the prospectus. This prospectus supplement is
qualified by reference to the prospectus and the prospectus supplement no. 1,
except to the extent that the information provided by this prospectus supplement
supersedes or
supplements information contained
in the prospectus and in the prospectus supplement no.
1.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The
date of this prospectus supplement is August 7, 2008.
SELLING
SHAREHOLDERS
The table of selling shareholders appearing
under the caption “Selling Shareholders” beginning on page 5 of the prospectus dated June 20,
2008 and the table of selling shareholders
appearing under the
caption “Selling Shareholders” in the prospectus supplement no. 1
dated July 11, 2008 are hereby supplemented and amended
by adding to them the information regarding certain
selling shareholders set forth below. Where the name of a selling
shareholder identified in the table below also appears in the table in the
prospectus or in the table in the prospectus supplement no. 1, the information
set forth below regarding such selling shareholder supersedes and replaces the
information in the prospectus and in the prospectus supplement no.
1.
The
information set forth below
is based
on information provided by or on behalf of the selling shareholders to us in a
selling shareholder questionnaire and is as of the date specified by the selling
shareholders in such questionnaires. The selling shareholders
identified below, in the prospectus
dated June 20, 2008 or the prospectus supplement no.1 dated July 11,
2008 may have sold,
transferred or otherwise disposed of all or a portion of their notes or the
shares of Class A common stock issuable upon conversion of the notes since the
date on which they provided the information regarding their notes in
transactions exempt from the registration requirements of the Securities
Act.
|
Selling
Shareholder(1)
|
Number of
Shares
Beneficially
Owned
Prior to
Offering(2)
|
Number of
Shares of Common Stock
That
May Be Sold Pursuant to
this
Prospectus(2)
|
Number of
Shares
Beneficially
Owned
After
Offering
|
Percentage of
Outstanding Class
A
Common Stock
Beneficially
Owned
After
Offering(3)
|
||||||||||||
|
Absolute Strategies Fund, Forum
Funds Trust(4)
|
26,190 | 26,190 | - | * | ||||||||||||
|
CQS Convertible and Quantitative
Strategies Master Fund Limited(5)
|
176,190 | 176,190 | - | * | ||||||||||||
|
Lyxor/Mohican Convertible
Arbitrage Fund Limited(6)
|
33,333 | 33,333 | - | * | ||||||||||||
|
Sage Capital Management,
LLC(7)
|
14,285 | 14,285 | - | * | ||||||||||||
|
Wolverine Convertible Arbitrage
Fund Trading Limited(8)
|
71,428 | 71,428 | - | * | ||||||||||||
|
*
|
Less than
1%.
|
(1) Information
regarding the selling shareholders may legally change from time to time. Any
such changed information will be set forth in supplements to this prospectus if
legally required.
(2)
Assumes for each $1,000 in principal amount of notes a maximum of 9.5238 shares
of Class A common stock will be received upon conversion. This
conversion rate is subject to adjustment as described in the Indenture among us,
Central European Media Enterprises N.V., CME Media Enterprises B.V. and The Bank
of New York, dated March 10, 2008, a copy of which is filed as an exhibit to our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, incorporated
herein by reference. As a result, the number of shares of Class
A common stock issuable upon conversion of the notes may increase or decrease in
the future. We
will not issue fractional shares of our Class A common
stock upon conversion of the notes. Instead, we will pay cash in lieu of
fractional shares based on the volume weighted average
price per share of our Class A common stock on the final settlement period
trading day of the applicable conversion period
(or in the case if
settlement in shares of Class A common stock only, the conversion period that
would be applicable if settlement were in cash and, if applicable, shares of our
Class A common stock).
(3)
Calculated based on 36,017,823 shares of Class A common stock
outstanding as of June 16, 2008. In calculating this amount for
each holder, we treated as outstanding the number of shares of Class A common
stock issuable upon conversion of all of that holder’s notes, but we did not
assume conversion of any other
holder’s notes. The beneficial
ownership in this column assumes that the selling stockholder sells all of the
shares offered by this prospectus issuable upon the conversion of the notes that
are beneficially owned by the selling stockholder as of the date of this
prospectus.
(4) Eric Hage has
voting and dispositive power over the shares offered by the selling
shareholder.
(5) The
Directors of the selling shareholder are Karla Bodden, Dennis Hunter, Alan
Smith, Jonathan Crowther, Jane Flemming, and Gary Gladstein and each
have voting and dispositive power over the shares offered by the selling
shareholder.
(6) Lyxor
Asset Management is the sub-manager of the selling shareholder. The selling
shareholder is a wholly-owned subsidiary of Societe Generale which is an
affiliate of Societe Generale America Securities LLC, a US
Broker-Dealer. This is part of Societe Generale Corporate
Group. However, there are “security walls” in place between the
selling security holder, Societe Generale and Societe Generale America
Securities LLC. The US broker-dealer affiliates are not involved in
this transaction. The selling shareholder has certified that it
acquired the notes in the ordinary course of business and that at the time of
the purchase of the notes, it did not have any agreements or understandings,
directly or indirectly, with any person to distribute the notes. SG
Hambros Fund Managers (Jersey) Ltd. and Eric Hage have voting and dispositive
power over the shares offered by the selling shareholder.
(7) Peter
deLisser, the managing member of the selling shareholder, has voting and
dispositive power over the shares offered by the selling
shareholder.
(8) Christopher
Gust, James Harkness and Andrew Sujdak exercise control over the selling
shareholder and each of Messrs. Gust, Harkness and Sujdak disclaim beneficial
ownership of the shares offered by the selling shareholder.