As filed with the Securities and Exchange Commission on September 27, 2006
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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): September 26, 2006
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
8000 Tower Point Drive, Charlotte, NC 28227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
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(Former name or former address, if changed since last report)
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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 8.01. Other Events
On September 26 2006, the Court of Chancery of the State of Delaware (the
"Court") approved a Stipulation and Order (the "Stipulation") pursuant to which
Metromedia International Group, Inc. (the "Company") has agreed to hold an
annual meeting of stockholders for the election of directors. Pursuant to the
Stipulation, the stockholders meeting will be held on December 15, 2006, in New
York City, New York, with a record date of November 1, 2006. In addition, all of
the directorships of the Company will be subject to election at the stockholders
meeting and all of the shares of Company common stock represented in person or
by proxy at the meeting and entitled to vote thereat shall constitute a quorum
for the purpose of the meeting, notwithstanding anything to the contrary in the
Company's certificate of incorporation or bylaws to the contrary.
The Stipulation dismissed the action filed in the Court by Esopus Creek Value
LP, a shareholder of the Company, pursuant to Section 211 of the Delaware
General Corporation Law requesting that the Company hold an annual meeting of
its stockholders.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ HAROLD F. PYLE, III
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Name: Harold F. Pyle, III
Title: Executive Vice President Finance,
Chief Financial Officer and Treasurer
Date: September 27, 2006
Charlotte, NC