form8-k.htm
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) June 1, 2007
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, 2 Church Street, Hamilton
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HM
11 Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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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):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
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
June
1, 2007 CME Romania B.V. (“CME”), a wholly-owned subsidiary of
Central European Media Enterprises Ltd., entered into share purchase agreements
with Rootland Trading Limited (“Rootland”) to acquire 5% of Pro TV S.A.
(“Pro TV”) and 5% of Media Pro International S.A. (“MPI”) for
total aggregate consideration of USD 49.8 million. As a result of these
acquisitions, CME owns 95% of Pro TV and MPI. Rootland is controlled by Adrian
Sarbu, who owns the remaining 5% of Pro TV and MPI and is the general director
of our Romanian operations.
On
June
1, 2007, CME also entered into two amendments to the Put Option Agreement dated
July 30, 2004, among CME, Adrian Sarbu and Rootland (the “Put Option
Agreement”). Following the sale of these interests in Pro TV and MPI by
Rootland to CME, only shares in Pro TV and MPI that are held directly by Mr.
Sarbu are subject to the put option under the Put Option
Agreement. Mr. Sarbu’s right to put these remaining interests is
exercisable from November 12, 2009, provided that we have not enforced a pledge
over this shareholding which Mr. Sarbu granted as security for our right to
put
to him our 10.0% shareholding in Media Pro. B.V. and Media Pro Management S.A.,
which are majority-owned and controlled by Mr. Sarbu.
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.
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Date:
June 7, 2007
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/s/
Wallace Macmillan
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Wallace
Macmillan
Chief
Financial Officer
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