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
3,
2005
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
|
BERMUDA |
0-24796 |
98-0438382 |
|
(State
or other jurisdiction of incorporation
and
organisation) |
(Commission
File
Number) |
(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
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
1.01. |
Entry
into a Material Definitive
Agreement |
On April
28, 2005, Central European Media Enterprises Ltd. (“CME”) entered into an
underwriting agreement (“Underwriting Agreement”) with J.P. Morgan Securities
Ltd., Lehman Brothers Inc. and ING Bank N.V. London Branch (collectively, the
“underwriters”) providing for the issue and sale to the underwriters of
4,700,000 shares of Class A common stock of CME at a price per share of $42.889.
Under the terms of the Underwriting Agreement, the underwriters have been
granted an option to purchase up to 705,000 additional shares of Class A common
stock for a period of 30 days from the date of the closing of the issuance and
sale of the 4,700,000 shares.
On April
29, 2005, CME and its wholly-owned subsidiaries Central European Media
Enterprises N.V. (“CME NV”) and CME Media Enterprises B.V. (“CME BV”) entered
into a purchase agreement (“Purchase Agreement”) with certain initial purchasers
providing for the issuance and sale by CME of Euro 370 million senior notes,
consisting of Euro 245 million 8.25% senior notes due 2012 and Euro 125 million
senior floating rate notes due 2012, which are being issued at a price equal to
six-month EURIBOR plus 5.5%. The obligations of CME are to be secured by
guarantees issued by CME NV and CME BV, pledges of the shares of CME NV and CME
BV as well as the assignment of certain contractual rights of CME and CME BV.
The proceeds of the offering of the senior notes are to be applied towards the
acquisition of the TV Nova group, as reported on a Report on Form 8-K filed on
December 13, 2004.
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.
|
Date:
May 3, 2005 |
|
/s/
Wallace Macmillan |
| |
|
Wallace
Macmillan |
| |
|
Vice President -
Finance |
|
|
|
(Principal
Financial Officer and Accounting Officer) |