Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333- 151811
PROSPECTUS
SUPPLEMENT NO. 10
To
prospectus dated June 20, 2008
Class
A Common Stock
This
prospectus supplement no. 10, which supplements the prospectus dated and filed
on June 20, 2008, prospectus supplement no. 1 dated and filed on July 11, 2008,
prospectus supplement no. 2 dated and filed on August 7, 2008, prospectus
supplement no. 3 dated and filed on September 5, 2008, prospectus supplement no.
4 dated and filed on October 7, 2008, prospectus supplement no. 5 dated and
filed on November 19, 2008, prospectus supplement no. 6 dated and filed on
December 18, 2008, prospectus supplement no. 7 dated and filed on January 30,
2009, prospectus supplement no. 8 dated and filed on March 13, 2009 and
prospectus supplement no. 9 dated and filed on May 7, 2009, 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, 2, 3, 4, 5, 6, 7, 8 and 9. 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, 2, 3, 4, 5, 6, 7, 8 and 9, 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, 2, 3, 4, 5, 6,
7, 8 or 9.
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 December 4, 2009
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, 2, 3, 4, 5, 6, 7, 8 and 9 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 prospectus supplements nos. 1,
2, 3, 4, 5, 6, 7, 8 or 9, the information set forth below regarding such selling
shareholder supersedes and replaces the information in the prospectus, and in
prospectus supplements nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9.
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, or those
listed in the prospectus dated June 20, 2008, or prospectus supplements nos. 1,
2, 3, 4, 5, 6, 7, 8 or 9 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)
|
||
|
Kamunting
Street Master Fund, LTD (4)
|
66,666
|
66,666
|
-
|
*
|
|
*
|
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 the 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 50,524,273 shares of Class A common stock outstanding as of
October 23, 2009. 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)
Kamunting Street Capital Management, LP (“KSCM”) is the investment manager of
the selling shareholder. The general partner of KSCM is Kamunting Street
Mangement LLC, of which the managing member is Mr. Allan Teh. Mr. Teh has sole
voting and dispositive power over the shares offered by the selling
shareholder.
2