UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 3 TO FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-24796
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA | N/A | |||
| (State or other jurisdiction of incorporation and organization) | (IRS Employer Identification No.) | |||
| Clarendon House, Church Street, Hamilton | HM CX Bermuda | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 441-296-1431
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for each shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESxNOo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yesx Noo
The aggregate market value of the voting stock of registrant held by non-affiliates of the registrant as of February 20, 2004 was approximately US$ 397 million
Number of shares of Class A Common Stock outstanding as of February 20, 2004 : 20,045,766
Number of shares of Class B Common Stock outstanding as of February 20, 2004 : 7,334,736
EXPLANATORY NOTE
This is Amendment No. 3 to the Central European Media Enterprises Ltd. Annual Report on Form 10-K, as originally filed on February 25, 2004 and as amended by Amendment No. 1 to Form 10-K/A on March 12, 2004 and Amendment No.2 to Form 10-K/A on March 18, 2005.
Modifications to Amendment No. 2 have been made only to include Section 302 statements.
We have not updated this Annual Report on Form 10-K/A to modify disclosures in our Annual Report on Form 10-K or Amendments No. 1 and 2 on Form 10-K/A for events occurring subsequent to the original February 25, 2004 filing date. This Amendment No. 3 to the Annual Report on Form 10-K/A continues to speak as of February 25, 2004.
ITEM 9A. | CONTROLS AND PROCEDURES |
Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. In the course of the audit process for our Romanian subsidiaries, in January 2004, errors were brought to our attention involving the closing of the year end book entries for the Romanian subsidiaries. These errors included an error of approximately $407,000 with respect to the calculation of a provision for income taxes, an error of approximately $290,000 in an intercompany balance and smaller errors in the estimate of accruals and prepayments and certain reclassification adjustments. The total income statement impact of these adjustments was a net charge of approximately $870,000. Corrections were made to the Romanian submissions before they were consolidated into our financial statements and prior to mid-February 2004, at which time we determined that these incorrect entries were corrected. Taking these issues into account, and based on our evaluation as set forth above, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. We are training additional staff in Romania to ensure that our period end book entries are made in a timely and accurate manner.
Additionally, there were no changes in our internal controls over financial reporting that occurred in the fourth quarter of 2003 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Central European Media Enterprises Ltd. | |
| By: /s/ Wallace Macmillan | |
| Wallace Macmillan | |
Vice President - Finance | |
| April 7, 2005 |
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