Central European Media Enterprises LTD 8-K 7-28-2006
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) July 28, 2006
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
BERMUDA
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0-24796
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98-0438382
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(State
or other jurisdiction of incorporation and organisation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|
|
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Clarendon
House, Church Street, Hamilton
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HM
CX Bermuda
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(Address
of principal executive offices)
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(Zip
Code)
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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):
*
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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*
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01
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Material
Definitive Agreement
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On
July
28, 2006, Michael Garin, chief executive officer of Central European Media
Enterprises Ltd. (the “Company”), entered into an amendment to his employment
agreement dated as March 30, 2004 with our wholly-owned subsidiary CME
Development Corporation. Pursuant to this amendment, the term of Mr. Garin’s
employment as chief executive officer is extended from January 31, 2008 to
January 31, 2010. During the term of this extension he will be entitled to
receive an aggregate base salary of US$ 750,000.
In
connection with the extension of Mr. Garin’s employment agreement, he has been
granted an option to purchase 80,000 shares of Class A Common Stock at an
exercise price of $60.64 per share. The exercise price represents the closing
price of a share of our Class A Common Stock on July 28, 2006, the date on
which
the amended agreement was approved by our independent directors and executed.
Such options become exercisable in three annual installments, with 40% vesting
on January 31, 2009, 40% on January 31, 2010 and 20% on January 31, 2011.
During
his employment term, Mr. Garin has the opportunity to earn an annual cash bonus
with a target amount equal to his annual base salary. One-half of such bonus
shall be based on objective criteria and one-half shall be based on subjective
criteria established by the Board of Directors.
If
Mr.
Garin serves through the end of the term provided in the amended agreement,
the
Company will retain him as a consultant for a one-year period following the
expiration of such term. Under the terms of the consultancy, Mr. Garin may
be
required to devote up to 30 hours per month of service at the Company’s request
and he will be entitled to receive an aggregate fee of US$ 300,000, payable
in
equal monthly installments. During the period, he will continue to be provided
with health insurance, an assistant and office space.
The
Company may terminate the employment agreement at any time prior to the
expiration of the term. Upon early termination of Mr. Garin by us (other than
for cause (as defined in the amended agreement) or due to death or disability),
Mr. Garin is entitled to seek any loss of compensation or other contractual
entitlements to which he may have rights as a matter of law, and his options
granted under his employment agreement (as amended) will automatically become
vested and exercisable for a period of 90 days following his
termination.
Mr.
Garin
may voluntarily terminate the employment agreement at any time on 90 days’
notice without any further entitlement, except that any options that have become
vested and exercisable as of such termination date may be exercised for a period
of 90 days following the date of his termination. In the event Mr. Garin’s
employment is terminated due to his death, disability or retirement at or after
age 65, his options granted under the employment agreement will automatically
become vested and exercisable for a period of one year following his
termination.
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:
August 1, 2006
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/s/
Wallace Macmillan
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Vice
President - Finance
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(Principal
Financial Officer and Duly Authorized
Officer)
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