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) August 24,
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, 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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
August
24, 2007, Central European Media Enterprises Ltd. (the “Company”) entered into a
subscription agreement (the “Subscription Agreement”) with Igor Kolomoisky
(“Kolomoisky”), providing for the issuance to Kolomoisky of 1,275,227
unregistered shares of Class A Common Stock of the Company (the “Shares”) for
aggregate cash consideration of US$ 110,000,000. Under the terms of
the Subscription Agreement, Kolomoisky has agreed not to sell the Shares
for a
two-year period.
The
Company also entered into a registration rights agreement with Kolomoisky
on
August 24, 2007 (the “Registration Rights Agreement”). Under the Registration
Rights Agreement, Kolomoisky has been granted the right to make one demand
registration for all of the Shares from the second anniversary of the date
of
completion of his purchase of the Shares. He also has been granted piggyback
registration rights. The registration rights expire on the fourth anniversary
of
the date of completion unless earlier terminated in accordance with the
Registration Rights Agreement.
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Subscription Agreement referred to in Item 1.01 of this Form 8-K,
the Company has issued 1,275,227 shares of Class
A Common Stock of the Company to Kolomoisky for aggregate cash consideration
of
US$ 110,000,000. These shares have
been issued pursuant to the exemptions from registration contained in Section
4(2) of the United States Securities Act of 1933. Kolomoisky has been
granted certain registration rights under the Registration Rights Agreement
referred to in Item 1.01 of this Form 8-K.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
August
16, 2007, the Board of Directors of the Company resolved to appoint Kolomoisky
as a member of the Board of Directors in connection with his agreeing to
enter
into the Subscription Agreement referred to in Item 1.01 of this Form 8-K.
This
appointment is effective as of the date of completion of his purchase of
Shares
under the Subscription Agreement. Such purchase was completed on the date
hereof. Neither Kolomoisky nor any of his immediate family members
have engaged in any related party transactions with the Company or its
subsidiaries during the current year or the year ended December 31, 2006
that
are required to be reported under Item 404(a) of Regulation S-K.
Frank
Ehmer resigned from his position as a Director of the Company with effect
from
the date of completion of the purchase of Shares by Kolomoisky in order to
ensure that the composition of the Board of Directors contains a majority
of
independent directors. The Corporate Governance/Nominating Committee, on
behalf
of the Board of Directors, is seeking a candidate for membership on the Board
of
Directors who will qualify as independent under the NASDAQ Marketplace Rules.
At
such time as a suitably qualified candidate is identified, the Board of
Directors intends to appoint such candidate and simultaneously to reappoint
Frank Ehmer to the Board of Directors. In the interim, Mr. Ehmer will
be an observer to the Board of Directors.
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:
August 30, 2007
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/s/
Michael Garin
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Michael
Garin
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Chief
Executive Officer
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