Central European Media 10-K/A #2
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO.2 TO FORM 10-K
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the fiscal year ended December 31, 2003
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
transition period from __________ to __________
Commission
File Number 0-24796
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
BERMUDA |
|
N/A |
(State
or other jurisdiction of incorporation and organization) |
|
(IRS
Employer Identification No.) |
Clarendon
House, Church Street, Hamilton |
|
HM
CX Bermuda |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant's
telephone number, including area code: 441-296-1431
Securities
registered pursuant to Section 12(b) of the Act: NONE
Securities
registered pursuant to Section 12(g) of the Act: NONE
Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for each shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES x NO o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) Yes x No o
The
aggregate market value of the voting stock of registrant held by non-affiliates
of the registrant as of February 20, 2004 was approximately US$ 397
million
Number of
shares of Class A Common Stock outstanding as of February 20, 2004 :
20,045,766
Number of
shares of Class B Common Stock outstanding as of February 20, 2004 :
7,334,736
EXPLANATORY
NOTE
This is
Amendment No. 2 to the Central European Media Enterprises Ltd. Annual Report on
Form 10-K, as originally filed on February 25, 2004 and as amended by Form
10-K/A on March 12, 2004.
Modifications
have been made only to Item 9A as set out below.
We have
not updated the Annual Report on Form 10-K/A to modify disclosures in Annual
Report on Form 10-K/A for events occurring subsequent to the original February
25, 2004 filing date. This Amendment No. 2 to the Annual Report on Form 10-K/A
continues to speak as of February 25, 2004.
ITEM
9A. CONTROLS
AND PROCEDURES
Our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report. In the course of the audit process for our
Romanian subsidiaries, in January 2004, errors were brought to our attention
involving the closing of the year end book entries for the Romanian
subsidiaries. These errors included an error of approximately $407,000 with
respect to the calculation of a provision for income taxes, an error of
approximately $290,000 in an intercompany balance and smaller errors in the
estimate of accruals and prepayments and certain reclassification adjustments.
The total income statement impact of these adjustments was a net charge of
approximately $870,000. Corrections were made to the Romanian submissions before
they were consolidated into our financial statements and prior to mid-February
2004, at which time we determined that these incorrect entries were corrected.
Taking these issues into account, and based on our evaluation as set forth
above, the Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures are effective. We are training additional
staff in Romania to ensure that our period end book entries are made in a timely
and accurate manner.
Additionally,
there were no changes in our internal controls over financial reporting that
occurred in the fourth quarter of 2003 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Central
European Media Enterprises Ltd. |
|
By:
/s/ Wallace Macmillan
Wallace
Macmillan
Vice
President –
Finance
|
|
March
18, 2005 |