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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 54-1865271 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Two Bala Plaza, Suite #300
Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices, including zip code)
1997 STOCK INCENTIVE PLAN
William V. Carey
Chairman, President and Chief Executive Officer
Central European Distribution Corporation
Two Bala Plaza, Suite #300
Bala Cynwyd, Pennsylvania 19004
(Name and Address of Agent for Service)
(610) 660-7817
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
Frank Adams, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
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Central European Distribution Corporation (the “Registrant”) is filing this Post-Effective Amendment to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 19, 2003, File No. 333-108085 (the “2003 Form S-8”), which incorporated by reference its Registration Statement on Form S-8 filed with the Commission on October 9, 1998, File No. 333-65543 (the “1998 Form S-8”), with respect to shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Registrant’s 1997 Stock Incentive Plan, as amended. A total of 5,906,250 shares of Common Stock (as adjusted to reflect the three-for-two stock splits effected by the Registrant on June 2, 2003, May 2, 2004 and June 12, 2006) were initially registered for issuance under the 1998 Form S-8 and the 2003 Form S-8.
On April 30, 2007, the shareholders of the Registrant approved the Central European Distribution Corporation 2007 Stock Incentive Plan, (the “2007 Plan”), which replaces the 1997 Plan. No future awards will be made under the 1997 Plan. As of the date of filing of this Post-Effective Amendment, 1,397,333 shares of Common Stock registered under the 2003 Form S-8 are not subject to outstanding awards under the 1997 Plan and are still available for issuance. Those 1,397,333 shares are hereby deregistered and will be carried forward to the 2007 Plan. The 2003 Form S-8 otherwise continues in effect as to the balance of the shares of Common Stock already subject to outstanding awards under the 1997 Plan.
Contemporaneously with the filing of this Post-Effective Amendment, the Registrant is filing a Registration Statement on Form S-8 to register the 1,397,333 shares of Common Stock that are hereby deregistered for offer or sale pursuant to the 2007 Plan.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Bala Cynwyd, State of Pennsylvania, on this 28th day of September, 2007.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION | ||
By: | /s/ William V. Carey | |
William V. Carey | ||
Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ William V. Carey | Chairman, President and Chief Executive Officer (principal executive officer) | September 28, 2007 | ||
William V. Carey | ||||
/s/ Christopher Biedermann | Chief Financial Officer (principal financial and accounting officer) | September 28, 2007 | ||
Christopher Biedermann | ||||
/s/ David Bailey | Director | September 28, 2007 | ||
David Bailey | ||||
/s/ N. Scott Fine | Director | September 28, 2007 | ||
N. Scott Fine | ||||
/s/ Tony Housh | Director | September 28, 2007 | ||
Tony Housh | ||||
/s/ Robert P. Koch | Director | September 28, 2007 | ||
Robert P. Koch | ||||
/s/ Jan Laskowski | Director | September 28, 2007 | ||
Jan W. Laskowski | ||||
/s/ Markus Sieger | Director | September 28, 2007 | ||
Markus Sieger |
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