form424b7.htm
 Filed Pursuant to Rule 424(b)(7)
Registration No. 333- 151811

 
PROSPECTUS SUPPLEMENT NO. 1
To prospectus dated June 20, 2008
 
 
 
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Class A Common Stock
 
This prospectus supplement no. 1, which supplements the prospectus dated June 20, 2008 and filed by us on June 20, 2008, relates to the resale from time to time by selling shareholders of shares of our Class A common stock that we may issue to them upon the conversion of our 3.50% Senior Convertible Notes due 2013, or the “notes”.
 
You should read this prospectus supplement in conjunction with the related prospectus. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements to the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes or supplements information contained in the prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is July 11, 2008.
 
 
 
 
 
SELLING SHAREHOLDERS
 
The table of selling shareholders appearing under the caption “Selling Shareholders” beginning on page 5 of the prospectus dated June 20, 2008 is hereby supplemented and amended by adding to it the information regarding certain selling shareholders set forth below. Where the name of a selling shareholder identified in the table below also appears in the table in the prospectus, the information set forth below regarding such selling shareholder supersedes and replaces the information in the prospectus.
 
 
Selling
Shareholder(1)
  
Number of Shares Beneficially Owned Prior to Offering(2)
    
Number of
Shares of Common Stock That May Be Sold Pursuant to this Prospectus(2)
    
Number of Shares Beneficially Owned After Offering
    
Percentage of
Outstanding Class A Common Stock Beneficially Owned After Offering(3)
  
Absolute Strategies Fund(4)
     3,399       3,399       -       *  
CBARB, a segregated account of Geode Capital Master Fund Ltd.(5)
     138,095       138,095       -       *  
SSI Hedged Convertible Income Fund (4)
     6,990       6,990       -       *  
SSI Hedged Convertible Opportunity Fund(4)
     9,685       9,685       -       *  
UBS O’Connor LLC FBO O’Connor Global Convertible Arbitrage II Master Ltd.(6)
     5,714       5,714       -       *  
UBS O’Connor LLC FBO O’Connor Global Convertible Arbitrage Master Ltd.(6)
     65,714       65,714       -       *  
United Technologies Corporation Master Retirement Trust (4)
     3,285       3,285       -       *  
Viacom Inc Pension Plan Master Trust(4)
     447       447       -       *  
 
 
*
Less than 1%.
 
(1) Information regarding the selling shareholders may legally change from time to time. Any such changed information will be set forth in supplements to this prospectus if legally required.
 
(2) Assumes for each $1,000 in principal amount of notes a maximum of 9.5238 shares of Class A common stock will be received upon conversion.  This conversion rate is subject to adjustment as described in the Indenture among us, Central European Media Enterprises N.V., CME Media Enterprises B.V. and The Bank of New York, dated March 10, 2008, a copy of which is filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, incorporated herein by reference.   As a result, the number of shares of Class A common stock issuable upon conversion of the notes may increase or decrease in the future.  We will not issue fractional shares of our Class A common stock upon conversion of the notes. Instead, we will pay cash in lieu of fractional shares based on the volume weighted average price per share of our Class A common stock on the final settlement period trading day of the applicable conversion period (or in the case if settlement in shares of Class A common stock only, the conversion period that would be applicable if settlement were in cash and, if applicable, shares of our Class A common stock).

(3) Calculated based on 36,017,823 shares of Class A common stock outstanding as of June 16, 2008.   In calculating this amount for each holder, we treated as outstanding the number of shares of Class A common stock issuable upon conversion of all of that holder’s notes, but we did not assume conversion of any other holder’s notes. The beneficial ownership in this column assumes that the selling stockholder sells all of the shares offered by this prospectus issuable upon the conversion of the notes that are beneficially owned by the selling stockholder as of the date of this prospectus.

(4) Mr. John Gottfurcht, Mrs. Amy Jo Gottfurcht and Mr. George Douglas have voting and dispositive power over the shares offered by the selling shareholder.

 
 
 
 
(5) The selling shareholder is a segregated account of Geode Capital Master Fund Ltd., an open-ended exempted mutual fund company registered as a segregated accounts company under the laws of Bermuda.  Phil Dumas and Bob Min have voting and dispositive power over the shares offered by the selling shareholder.
 
(6) The selling shareholder is a fund which cedes investment control to UBS O’Connor LLC. UBS O’Connor LLC makes all of the investment and voting decisions. UBS O’Connor LLC is a wholly-owned subsidiary of UBS AG, which is listed on The New York Stock Exchange.