UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001
Commission File Number 0-24341
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-1865271
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1343 Main Street, Suite 301, Sarasota, Florida 34236
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (941) 330-1558
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
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 such 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. Yes [X] No [ ]
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 the Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant (based on the closing price of the registrant's common stock on
the Nasdaq National Stock Market) on March 8, 2002 was $34,813,761.*
As of March 8, 2002, the registrant had 4,490,901 shares of common stock
outstanding.
Documents Incorporated by Reference
Portions of the proxy statement for the annual meeting of stockholders to be
held on April 29, 2002 are incorporated by reference into Part III.
___________
* Solely for purposes of this calculation, all directors and executive officials
of the registrant and all stockholders beneficially owning more than 5% of the
registrant's common stock are considered to be affiliates.
EXPLANATORY NOTE
The registrant is amending Part IV, Item 14(a)(3), of its Form 10-K for the
fiscal year ending December 31, 2001, to include Exhibits 10.7, 10.8, 10.9 and
10.10.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8K
(a)(1) The following consolidated financial statements of the Company and report
of independent auditors are included in Item 8 of this annual report on
Form 10-K.
Report of Independent Auditors.
Consolidated Balance Sheets at December 31, 2000 and 2001.
Consolidated Statements of Income for the years ended December 31, 1999,
2000 and 2001.
Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 1999, 2000, and 2001.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 2000 and 2001.
Notes to Consolidated Financial Statements.
(a)(2) Schedules
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission either have been
included in the Company's consolidated financial statements or the notes
thereto, are not required under the related instructions or are
inapplicable, and therefore have been omitted.
(a)(3) The following exhibits are either provided with this Form 10-K or are
incorporated herein by reference.
Exhibit
Number Exhibit Description
- ------ -------------------
2.1 Contribution Agreement among Central European Distribution Corporation
and William V. Carey, William V. Carey Stock Trust, Estate of William O.
Carey and Jeffrey Peterson dated November 28, 1997 (Filed as Exhibit 2.1
to the Registration Statement on Form SB-2, File No. 333-42387, with the
Commission on December 17, 1997 [the "1997 Registration Statement"] and
incorporated herein by reference.)
3.1 Certificate of Incorporation (Filed as Exhibit 3.1 to the 1997
Registration Statement and incorporated herein by reference.)
3.2 Bylaws (Filed as Exhibit 3.2 to the 1997 Registration Statement and
incorporated herein by reference.)
4.1 Form of Common Stock Certificate (Filed as Exhibit 4.1 to the 1997
Registration Statement and incorporated herein by reference.)
4.2 Form of Warrant Agreement and attached form of Representatives' Warrant
(Filed as Exhibit 4.2 to Amendment No. 1 on Form S-1 to Form SB-2
Registration Statement, File No. 333-42387, with the Commission on April
17, 1998 [the "First 1998 Registration Statement"] and incorporated
herein by reference.)
10.1 1997 Stock Incentive Plan (Filed as Exhibit 10.1 to the 1997
Registration Statement and incorporated herein by reference.)
10.1(a) Amendment to 1997 Stock Incentive Plan (Filed as 10.1(a) to Amendment
No. 2 to Form S-1 Registration Statement, File No. 333-42387, with the
Commission on May 19, 1998 [the "Second 1998 Registration Statement"]
and incorporated herein by reference.)
10.2 Employment agreement with William V. Carey and CEDC dated as of August
1, 2001 (Filed as Exhibit 10.2 to the Company's annual report on Form
10-K filed on March 15, 2002 and incorporated herein by reference.)
10.3 Employment agreement with Neil Crook and the Company (Filed as Exhibit
10.1 to the Company's quarterly report on Form 10-Q filed on May 15,
2000 and incorporated herein by reference.)
10.4 Employment agreement with Neil Crook and Carey Agri International Poland
Sp. z o.o. (Filed as Exhibit 10.4 to the Company's annual report on Form
10-K filed on March 15, 2002 and incorporated herein by reference.)
10.5 Employment agreement with Evangelos Evangelou and CEDC dated September
16, 2001 (Filed as Exhibit 10.5 to the Company's annual report on Form
10-K filed on March 15, 2002 and incorporated herein by reference.)
10.6 Executive Bonus Plan. (Filed as Exhibit 10.6 to the Company's annual
report on Form 10-K filed on March 15, 2002 and incorporated herein by
reference.)
10.7 Distribution contract with Polmos Bialystok.
10.8 Distribution contract with Polmos Poznan.
10.9 Distribution contract with Polmos Zielona Gora.
10.10 Distribution contract with UDV/Guiness Poland Sp. z.o.o. dated
October 16, 2000.
10.12 Distribution Agreement with Unicom Bols Group dated April 1, 1998.
(Filed as Exhibit 10.13 to the Company's annual report on Form 10-K for
year ended December 31, 2000, and incorporated herein by reference.)
10.15 Lease Agreement for warehouse at Bokserska Street 66a, Warsaw, Poland
(Filed as Exhibit 10.14 in the Company annual report on Form 10-K for
the year ended December 31, 2000 and incorporated herein by reference.)
11 Statement re compensation of per share earnings, refer to Note 9 (Notes
to the Consolidated Financials)
21 Subsidiaries of the Company
99 Consent of Ernst & Young
(b) Reports on form 8-K in the last quarter of 2001
No report on Form 8-K were filed by the Company in the last quarter of
2001
(c) Exhibits
The response to this portion of Item 14 is submitted in the response to
Item 14 (a) (3).
(d) Financial Statement Schedules
None.
SIGNATURES
Pursuant to the requirements of the 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 Distribution Corporation
By: /s/ William V. Carey
------------------------
William V. Carey
Chairman, President, and
Chief Executive Officer
Date: March 22, 2002
Pursuant to the requirements of the Securities Exchange Act of 1933, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/s/ William V. Carey Chairman, President and Chief Executive March 22, 2002
- -------------------- Officer (Principal executive officer) --------------
William V. Carey
/s/ Jeffrey Peterson Vice Chairman and Executive Vice President March 22, 2002
- -------------------- --------------
Jeffrey Peterson
/s/ Neil Crook Vice President and Chief Financial Officer March 22, 2002
- -------------------- (Principal financial and accounting officer) --------------
Neil Crook
/s/ James T. Grossmann Director March 22, 2002
- ---------------------- --------------
James T. Grossmann
/s/ Tony Housh Director March 22, 2002
- --------------------- --------------
Tony Housh
/s/ Jan W. Laskowski Director March 22, 2002
- -------------------- --------------
Jan W. Laskowski
/s/ Joe M. Richardson Director March 22, 2002
- --------------------- --------------
Joe M. Richardson