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) May 27, 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 |
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|
(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 May
31, 2005, Central European Media Enterprises Ltd. (“CME”) exercised its call
option and entered into a share transfer agreement with PPF (Cyprus) Ltd.
(“PPF”) to acquire its 15% interest in CME Media Investments s.r.o. and CME
Media Enterprises B.V., a wholly owned subsidiary of CME, entered into a share
transfer agreement with PPF to acquire its 15% interest in PGT Corporation
s.r.o. (to be renamed CME Media Services s.r.o.). CME Media Investments owns
100% of Vilja and Vilja owns 52.075% of CET 21 s.r.o., which holds the national
terrestrial broadcast license for TV Nova in the Czech Republic. PGT Corporation
owns 100% of Ceska Produkcni 2000 a.s., Mag Media 99 a.s. and certain other
subsidiaries that provide services to CET 21.
The
aggregate cash consideration paid to PPF was $216.4 million. The final purchase
price is subject to adjustment based on a post-completion audit for changes in
the level of working capital and indebtedness of the TV Nova group in accordance
with the framework agreement among CME, CME Media Enterprises and PPF dated
December 13, 2004 described in the Report on Form 8-K of CME filed on December
16, 2004 (the “Framework Agreement”).
As
previously reported on the Report of Form 8-K filed on May 6, 2005, CME entered
into a registration rights agreement with PPF dated May 2, 2005 (the
“Registration Rights Agreement”). Pursuant to the Registration Rights Agreement,
PPF has been granted the right to up to three demand registrations as well as
certain piggyback registration rights in respect of 3,500,000 shares of Class A
Common Stock currently held by PPF. The first registration demand will be
exercisable from May 2, 2006. All such registration rights expire four years
after completion.
Item
2.01. Completion of Acquisition or Disposition of Assets
On May
27, 2005, CME Media Enterprises acquired the 16.67% interest in CET 21 held by
Peter Krsak following the satisfaction of the conditions set out in the
agreement on the settlement of disputes and transfer of ownership interest dated
February 24, 2005 (as described in the Report on Form 8-K of CME filed on March
2, 2005). The remaining minority interests in CET 21 are currently held by Ceska
Sporitelna a.s. (1.25%) and CEDC GmbH (1.25%), with a 28.755% interest held by
CET 21 itself. The interests held by Ceska Sporitelna and CEDC are to be
transferred to the TV Nova group following the receipt of the consent of the
Council of the Czech Republic for Radio and Television Broadcasting. The
consideration payable for the 16.67% interest of Mr. Krsak is included in the
aggregate purchase price agreed for the TV Nova Group pursuant to the Framework
Agreement.
On May
31, 2005, CME entered into a share transfer agreement with PPF and acquired its
15% interest in CME Media Investments s.r.o. and CME Media Enterprises, a wholly
owned subsidiary of CME, entered into a share transfer agreement with PPF and
acquired its 15% interest in PGT Corporation s.r.o. (to be renamed CME Media
Services s.r.o.). CME Media Investments owns 100% of Vilja and Vilja owns
52.075% of CET 21 s.r.o., which holds the national terrestrial broadcast license
for TV Nova in the Czech Republic. PGT Corporation owns 100% of Ceska Produkcni
2000 a.s., Mag Media 99 a.s. as well as certain other subsidiaries that provide
services to CET 21.
The
aggregate cash consideration paid to PPF was $216.4 million. The final purchase
price is subject to adjustment based on a post-completion audit for changes in
the level of working capital and indebtedness of the TV Nova group in accordance
with the Framework Agreement.
Item
9.01. Financial Statements and Exhibits
|
(a) |
Financial
statements, if any, will be filed within the required time
period. |
(c)
Exhibits
99.1
Press Release dated June 1, 2005 (furnished only).
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:
June 1, 2005 |
/s/
Wallace Macmillan | |
| Wallace Macmillan | ||
| Vice President - Finance | ||
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|
(Principal
Financial Officer and Accounting Officer) |