As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda Not Applicable
- ------------------------------- ----------------------------------
(State or Other Jurisdiction of (I.R.S Employer Identification No.)
Incorporation or Organization)
Clarendon House
Church Street
Hamilton HM CX, Bermuda
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(Address of Principal Executive Offices)
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Central European Media Enterprises Ltd. 1995 Stock Option Plan
Central European Media Enterprises Ltd. Director, Officer and
Senior Executive Co-Investment Plan
(Full Title of the Plan)
-------------------
Michel Delloye Copy to:
Chief Executive Officer Robert L. Kohl, Esq.
Central European Media Enterprises Ltd. David H. Landau, Esq.
c/o CME Development Corporation Rosenman & Colin LLP
18 D'Arblay Street 575 Madison Avenue
London W1V 3FP England New York, New York 10022
(Name and Address of Agent For Service) (212) 940-8800
44-171-292-7900
(Telephone Number, Including Area Code,
of Agent For Service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
- ------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $0.01
per share...... 2,200,000 $20.50 $45,100,000 $13,305
========================================================================================================================
(1) Consists of 2,000,000 shares to be issued upon exercise of options under the
Registrant's 1995 Stock Option Plan, as amended, and 200,000 shares to be issued
under the Registrant's Director, Officer and Senior Executive Co-Investment
Plan. There are also registered such indeterminate number of additional shares
as may become available for sale pursuant to anti-dilution provisions of such
plans and options thereunder.
(2) Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c), upon the basis of the average of the high and
low prices of the Class A Common Stock as quoted on The NASDAQ Stock Market's
National Market System on July 27, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Central European Media Enterprises Ltd. (the "Registrant") is subject
to the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, or portions thereof, filed by the Registrant with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K and Form
10-K/A for the fiscal year ended December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1998; and
(c) The information in respect of the Registrant's Class
A Common Stock (the "Class A Common Stock"), par
value $.01 per share, under the caption "Item 1.
Description of Registrant's Securities to be
Registered" contained in the Registrant's
Registration Statement on Form 8-A, dated September
14, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
of this Registration Statement from the respective dates of filings of such
documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Nicolas G. Trollope, Vice President, Secretary and a director of the
Registrant, is a partner in the law firm of Conyers Dill & Pearman, Hamilton,
Bermuda, which serves as the Registrant's Bermuda counsel. As of July 15, 1998,
Mr. Trollope beneficially owned 1,700 shares of Class A Common Stock of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Bermuda law and the Registrant's Memorandum of Association and
Bye-laws, the directors, officers, liquidators and auditors of the Registrant
and their heirs, executors and administrators are indemnified and held harmless
out of the assets of the Registrant from and against all actions, costs,
charges, losses and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them shall
be answerable for the acts, receipts, neglects of defaults of the others or them
or for joining in any receipts for the sake of conformity or for any loss,
misfortune or damage which may happen in the execution of their respective
offices or
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trusts, or in relation thereto, provided that they are not entitled to
indemnification in respect of any willful negligence, willful default, fraud or
dishonesty which may attach to them.
The Registrant carries a Directors and Officers Liability Insurance
policy with Gulf Insurance Group and excess policies with Reliance National and
Starr Excess. Collectively, these policies provide an aggregate of $50,000,000
in coverage for claims brought during the one-year period commencing July 11,
1998. The policies cover the directors and officers of the Registrant, its more
than 50%-owned subsidiaries and specified affiliates over which the Registrant
exercises a significant degree of control. The insurers will pay all costs
subject to the maximum amount of the policies as a result of any actual or
alleged act, error, omission, misstatement, misleading statement, breach of
warranty of authority or breach of duty by a covered person in such person's
capacity as a director or officer. There is no coverage for any dishonest or
fraudulent act or omission or any willful violation of any statute, rule or law
or acts resulting in unlawful personal gain.
ITEM 8. EXHIBITS
Exhibit No. Description
4.01 - Specimen Certificate for Class A Common Stock
(incorporated by reference to Exhibit 4.01 to
Amendment No. 1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-80344),
filed August 19, 1994).
*5.01 - Opinion of Conyers, Dill & Pearman.
*23.01 - Consent of Arthur Andersen & Co. (included on page II-5).
*23.02 - Consent of Conyers, Dill & Pearman (included in
Exhibit 5.01).
*24.01 - Power of Attorney (included on Page II-4).
- ---------------------------
* Filed herewith
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ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes: (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution of the securities being registered hereby not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (b) that, for the purpose of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (c) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
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 City of London, England, on this 31st day of July, 1998.
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
By: /s/ Michel Delloye
------------------------------------------
Michel Delloye
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the undersigned hereby
constitutes and appoints Michel Delloye and John A. Schwallie, and any of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, together with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Ronald S. Lauder Nonexecutive Chairman of the Board July 31, 1998
- -------------------------------------------- of Directors
Ronald S. Lauder
/s/ Michel Delloye President, Chief Executive July 31, 1998
- -------------------------------------------- Officer and Director
Michel Delloye (Principal Executive
Officer)
/s/ John A. Schwallie Vice President-Finance and July 31, 1998
- -------------------------------------------- Chief Financial Officer
John A. Schwallie (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Nicolas G. Trollope Vice President, Secretary and Director July 31, 1998
- --------------------------------------------
Nicolas G. Trollope
/s/ Peter R. Goldscheider Director July 31, 1998
- --------------------------------------------
Peter R. Goldscheider
/s/ Robert A. Rayne Director July 31, 1998
- --------------------------------------------
Robert A. Rayne
/s/ Herbert S. Schlosser Director July 31, 1998
- --------------------------------------------
Herbert S. Schlosser
/s/ Robert R. Grusky Director and Authorized July 31, 1998
- -------------------------------------------- U.S. Representative
Robert R. Grusky
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated March
30, 1998, March 5, 1997, March 13, 1997 and March 4, 1996 (except for the
matters discussed in Note 3, as to which the date is March 5, 1997) included in
the filing on Form 10-K of Central European Media Enterprises Ltd. for the year
ended December 31, 1997 and to all references to our Firm included in this
registration statement on Form S-8.
ARTHUR ANDERSEN & CO
/s/ ARTHUR ANDERSEN & CO
Hamilton, Bermuda
July 31, 1998
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EXHIBIT INDEX
Sequential
Document Description Page Number
- -------- ----------- -----------
4.01 - Specimen Certificate for Class A Common Stock (incorporated by
reference to Exhibit 4.01 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-80344),
filed August 19, 1994).
5.01 - Opinion of Conyers, Dill & Pearman.
23.01 - Consent of Arthur Andersen & Co. (included on page II-5).
23.02 - Consent of Conyers, Dill & Pearman (included in Exhibit 5.01).
24.01 - Power of Attorney (included on Page II-4).
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