form424b7.htm
 Filed Pursuant to Rule 424(b)(7)
Registration No. 333- 151811


PROSPECTUS SUPPLEMENT NO. 3
To prospectus dated June 20, 2008
 

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Class A Common Stock

This prospectus supplement no. 3, which supplements the prospectus dated and filed on June 20, 2008, prospectus supplement no. 1 dated and filed on July 11, 2008 and prospectus supplement no. 2 dated and filed on August 7, 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 related prospectus supplements nos. 1 and  2. 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 prospectus supplements nos. 1 and 2, except to the extent that the information provided by this prospectus supplement supersedes or supplements information contained in the prospectus or in prospectus supplements nos. 1 or 2.

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 September 5, 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 prospectus supplements nos. 1 and 2 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, in the table in prospectus supplement no. 1 or in the table in prospectus supplement no. 2, the information set forth below regarding such selling shareholder supersedes and replaces the information in the prospectus, in prospectus supplement no. 1 and in prospectus supplement no. 2.

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, the prospectus supplement no. 1 or prospectus supplement no. 2 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.
 

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)
  
Calamos Global Dynamic Income Fund(4)
       17,142       17,142       -       *  
Canyon Capital Arbitrage Master Fund Ltd.(5)
       133,333       133,333       -       *  
Canyon Value Realization Fund L.P.(5)
       55,247       55,247       -       *  
Canyon Value Realization Mac 18 Ltd.(5)
       9,514       9,514       -       *  
Family Service Life Insurance Company(6)
       952       952       -       *  
Guardian Life Insurance Company(6)
       71,428       71,428       -       *  
Guardian Pension Trust(6)
       3,809       3,809       -       *  
International Convertible Securities Trust - Calamos Advisors LLC Master Group Trust(4)
       12,619       12,619       -       *  
Lockheed Martin Corp. Master Retirement Trust(4)
       45,714       45,714       -       *  
Lyxor/Canyon Capital Arbitrage Fund Limited(5)
       38,095       38,095       -       *  
The Canyon Value Realization Fund (Cayman) Ltd(5)
       144,761       144,761       -       *  
 
*
Less than 1%.

(1) Information regarding the selling shareholders may 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 of 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) Nick Calamos, Calamos Advisors LLC has voting and dispositive power over the shares offered by the selling shareholder.

(5) Canyon Capital Advisors LLC is the investment advisor for the selling shareholder and has the power to direct investments. The managing partners of Canyon Capital Advisors LLC are Joshua S. Friedman, Mitchell R. Julis, and K. Robert Turner. Canyon Capital Arbitrage Master Fund, Ltd., is a Cayman Islands Exempted company.   Canyon Capital Advisors LLC is under common ownership with Canyon Partners Incorporated, a registered broker-dealer.  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.

(6) John B. Murphy, Managing Director of the Guardian Life Insurance Co. of America, has voting and dispositive control over the shares offered by the selling shareholder.   Park Avenue Securities and Guardian Investor Services, LLC are broker dealers which are indirect wholly owned subsidiaries of the Guardian Life Insurance Co. of America.  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.