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) June 2, 2005
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
|
BERMUDA |
0-24796 |
|
|
(State
or other jurisdiction of incorporation and organisation) |
(Commission
File Number) |
(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
Not
applicable
(Former
name or former address, if changed since last report)
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
1.01. Entry
into a Material Definitive Agreement
The
Amended 1995 Plan
The Board
of Directors of Central European Media Enterprises Ltd. (the “Company”) adopted
previously an amended and restated version of the Central European Media
Enterprises Ltd. 1995 Stock Option Plan, which has been renamed Central European
Media Enterprises Ltd. 1995 Amended and Restated Stock Incentive Plan (the
“Amended 1995 Plan”). At the Company’s annual general meeting held on June 2,
2005, the Company’s shareholders approved the Amended 1995 Plan, which provided,
among other things, for an increase in the number of common shares of the
Company available for awards under the Amended 1995 Plan by 876,000 shares and
for authorization to the Company to issue awards of restricted stock and
restricted stock units in addition to options.
The
summary of the Amended 1995 Plan is qualified in its entirety by reference to
the text of the Amended 1995 Plan, which was previously filed as Exhibit A to
the Company’s proxy statement dated May 9, 2005.
The
Amended 1995 Plan allows the Company, under the direction of the Compensation
Committee, to make broad-based grants of non-incentive stock options, restricted
stock awards and restricted stock units to employees and non-employee directors.
The
exercise price of stock options granted under the Amended 1995 Plan may not be
less than the fair market value (generally, the closing price of the Company’s
shares on the day of grant) of the Class A Common Shares on the date of grant.
The term of these awards is determined by the Compensation Committee but may not
be longer than ten years. The Compensation Committee will determine at the time
of grant when each such award becomes vested and/or exercisable. Vesting is
accelerated on a change in control as defined in Section 409A of the U.S.
Internal Revenue Code of 1986, as currently in effect (the “Code”).
The
Amended 1995 Plan provides generally that vested options expire on the earlier
of their stated expiration date or (i) one year after termination of an
executive’s employment, if such employment is terminated by reason of
disability, death or retirement at or after age 65, or (ii) 90 days after
termination of an executive’s employment, if such employment is terminated by
the Company or a subsidiary other than for cause or by the executive’s voluntary
termination. However, in the event that the executive’s employment is terminated
for cause, awards under the Amended 1995 Plan which have not expired or
otherwise been cancelled terminate immediately.
The
Compensation Committee may make the grant, issuance, retention and/or vesting of
restricted stock awards and restricted stock unit awards contingent upon
performance criteria specified by the Compensation Committee, including: (i)
attainment of or growth in a specified level of earnings per share, (ii) Common
Shares price appreciation, (iii) attainment of or growth in a specified level of
net income or net operating income, (iv) earnings before interest and taxes, (v)
revenues, (vi) market share, (vii) cost reduction goals, (viii) return on
equity, (ix) operating cash flow, (x) return on assets, (xi) the completion of
certain corporate transactions or other strategic objectives, or (xii) a
combination of the foregoing, so long as there is a “substantial risk of
forfeiture” within the meaning of Section 409A of the Code. The vesting schedule
shall be set by the Compensation Committee at the time of grant and shall not
exceed ten years. Awards of restricted stock units may be settled in Class A
Common Shares or cash, as decided by the Compensation Committee (based on the
fair market value of such restricted stock unit as determined by reference to
the fair market value of a Class A Common Share on the date the restricted
stock unit has vested). Vesting of restricted stock awards and vesting and
exercisability of restricted stock units is accelerated on a change in control
as defined in Section 409A of the Code.
Pursuant
to the terms of the Amended 1995 Plan, non-employee directors of the Company are
eligible to receive on the date of each annual general meeting either (i) 6,000
non-incentive stock options or (ii) a combination of non-incentive stock
options, restricted stock and restricted stock units whose aggregate value is
equal to the value of 6,000 non-incentive stock options on the date of grant.
Subject to that limitation on total value, the Compensation Committee has
discretion to determine the components of the annual automatic grant. For
purposes of determining the value of non-incentive stock options, the
Compensation Committee shall calculate a U.S. dollar amount using the
methodology that is employed by the Company for valuing options in its most
recent annual financial statements. For purposes of determining the number of
shares of any restricted stock or restricted stock units, the U.S. dollar amount
allocated to such award shall be divided by the fair market value of a share of
the Company’s Class A Common Shares on the date of grant.
The
Amended 1995 Plan provides for the adjustment (or substitution) of the number of
shares available for grant of awards and the number of shares for which any
award is exercisable (as well as the exercise price) in the event of a stock
split, combination of shares, share exchange or other combination or
reclassification. The Amended 1995 Plan may be terminated by the Board of
Directors of the Company or amended by the Board of Directors, subject to
approval of the holders of a majority of the Common Shares of the Company voting
as a single class for material amendments.
Item
9.01. Financial
Statements and Exhibits
|
99.1. |
1995
Amended and Restated Stock Incentive Plan (filed by reference to Exhibit A
to registrant’s Proxy Statement on Schedule 14A as filed with the
Commission on May 9, 2005) |
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
|
Date:
June 7, 2005 |
|
/s/
Wallace Macmillan |
| |
|
Wallace
Macmillan
Vice
President - Finance
(Principal
Financial Officer and Duly Authorized
Officer) |