<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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)
<TABLE>
<S> <C>
BERMUDA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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CLARENDON HOUSE
CHURCH STREET
HAMILTON HM/CX
BERMUDA
(441) 296-1431
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
LEONARD M. FERTIG
CHIEF EXECUTIVE OFFICER
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
C/O CME DEVELOPMENT CORPORATION
18 D'ARBLAY STREET
LONDON W1V 3FP ENGLAND
(44 171) 292-7900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
<TABLE>
<S> <C>
ROBERT L. KOHL, ESQ. JOHN D. WILSON, ESQ.
ROSENMAN & COLIN LLP SHEARMAN & STERLING
575 MADISON AVENUE 199 BISHOPSGATE
NEW YORK, NY 10022 LONDON EC2M 3TY ENGLAND
(212) 940-8800 (44 171) 920-9000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-24365
- ------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
- ------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES BEING REGISTERED REGISTERED(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C>
Senior Notes Due 2004.................. $21,294,278 $21,294,278 $6,453
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(1) A portion of the Senior Notes Due 2004 ("Notes") being registered will be
denominated in German Deutsche Marks. The translation rate for the Deutsche
Mark is $1.00 = DM 1.8350 (the Noon Buying Rate on August 13, 1997). The
proposed maximum aggregate offering price of Notes being offered in Deutsche
Marks and Dollars, based on such translation rate, is $21,294,278.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 333-24365) filed by Central European Media
Enterprises Ltd. pursuant to the Securities Act of 1933, as amended, and
declared effective on August 14, 1997 are hereby incorporated by reference
into this Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
(a) Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement 333-24365 are incorporated by reference into, and shall be deemed part
of, this Registration Statement, except for the following, which are filed
herewith.
Exhibit
Number Description
- ------- -----------
5.1 - Opinion of Conyers, Dill and Pearman
5.2 - Consent of Rosenman & Colin LLP
23.1 - Consent of Conyers, Dill & Pearman (included in Exhibit Number 5.1)
23.2 - Consent of Rosenman & Colin LLP (included in Exhibit Number 5.2)
23.3 - Opinion of Rosenman & Colin LLP
23.4 - Consent of Arthur Andersen & Co. (included at page II-3)
(b) Financial Statement Schedules
Not Applicable.
<PAGE> 4
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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in London, England, on August 15, 1997.
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
By: /s/ JOHN A. SCHWALLIE
---------------------------------------
John A. Schwallie
Vice President -- Finance,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------ ----------------
<C> <S> <C>
* Chairman of the Board of August 15, 1997
- --------------------------------------------- Directors
Ronald S. Lauder
* President, Chief Executive August 15, 1997
- --------------------------------------------- Officer and Director
Leonard M. Fertig (Principal Executive
Officer)
/s/ JOHN A. SCHWALLIE Vice President -- Finance and August 15, 1997
- --------------------------------------------- Chief Financial Officer
John A. Schwallie (Principal Accounting and
Principal Financial Officer)
* Vice President, Secretary and August 15, 1997
- --------------------------------------------- Director
Nicolas G. Trollope
* Director and Authorized U.S. August 15, 1997
- --------------------------------------------- Representative
Andrew Gaspar
* Director August 15, 1997
- ---------------------------------------------
Herbert S. Schlosser
* Director August 15, 1997
- ---------------------------------------------
Robert A. Rayne
* /s/ JOHN A. SCHWALLIE
- ---------------------------------------------
John A. Schwallie
Attorney-in-fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------- -------------------------------------------------------------------
5.1 Opinion of Conyers, Dill and Pearman
5.2 Consent of Rosenman & Colin LLP
23.1 Consent of Conyers, Dill & Pearman (included in Exhibit Number 5.1)
23.2 Consent of Rosenman & Colin LLP (included in Exhibit Number 5.2)
23.3 Opinion of Rosenman & Colin LLP
23.4 Consent of Arthur Andersen & Co.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF CONYERS DILL & PEARMAN]
August 15, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
U.S.A.
Dear Sirs,
RE: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (THE "COMPANY")
9 3/8% SENIOR NOTES DUE 2004
8 1/8% SENIOR NOTES DUE 2004
We have acted as special legal counsel in Bermuda to the Company in
connection with the Form S-3 registration statement (the "Registration
Statement") (Registration Number 333- ), with respect to the registration of
$21,294,000 principal aggregate amount of 9 3/8% senior notes due 2004 and
8 1/8% senior notes due 2004 (collectively, the "Notes").
For the purposes of giving this opinion, we have examined the following
documents:
(i) the forms of indentures between the Company and Bankers Trust
Company, as trustee (the "Indentures"); and
(ii) the Registration Statement.
We have also reviewed the memorandum of association and the bye-laws
of the Company, minutes of a meeting of its directors held on July 1, 1997, and
such other documents and made such enquiries as to questions of law as we have
deemed necessary in order to render the opinion set forth below.
<PAGE> 2
We have made no investigation of and express no opinion in relation to
the laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. This opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.
On the basis of and subject to the foregoing, we are of the
opinion that:
1. The Company has taken all corporate action required to authorise its
execution, delivery and performance of the Indentures.
2. When the Registration Statement has become effective under the
Securities Act of 1933, when the Notes have been qualified as
required under the laws of those jurisdictions in which they are to
be issued and sold and when the Notes have been sold, issued and paid
for in the manner described in the Registration Statement, the Notes
will have been validly issued and will be fully paid and
non-assessable.
3. The discussion of tax law set forth under the heading "Certain Tax
Considerations -- Bermuda Taxation" in the prospectus included in
Amendment No. 3 to the Company's Registration Statement on Form S-3
(Reg. No. 333-24365), filed on August 14, 1997 ("Amendment No. 3 to
Form S-3") incorporated by reference into this Registration Statement
is accurate as of the date hereof in all material respects.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" and under the caption "Certain Tax Considerations -- Bermuda Taxation"
in the prospectus included in Amendment No. 3 to Form S-3 incorporated by
reference into this Registration Statement.
Yours faithfully,
CONYERS, DILL & PEARMAN
/s/CONYERS, DILL & PEARMAN
<PAGE> 1
EXHIBIT 5.2
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022-2585
August 15, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central European Media Enterprises Ltd.
Registration No. 333-
Gentlemen:
We have acted as U.S. counsel to Central European Media Enterprises Ltd., a
Bermuda corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of $21,294,278
aggregate principal amount of 9 3/8% Senior Notes due 2004 and 8 1/8% Senior
Notes due 2004 (collectively, the "Notes").
In rendering this opinion, we have examined the forms of Indentures between the
Company and Bankers Trust Company pursuant to which the Notes will be issued
(the "Indentures"), and we have assumed that the Company has taken all corporate
action required under Bermuda law to authorize the execution, delivery and
performance of the Indentures, which are the subject of an opinion of Conyers,
Dill & Pearman, Bermuda counsel to the Company, which opinion is being filed as
an exhibit to the Registration Statement.
Based solely upon the foregoing and subject to the assumptions and
qualifications herein stated, we are of the opinion that when the Indentures
have been duly executed and delivered and the Notes have been executed and
authenticated in accordance with the Indentures and have been issued, sold and
delivered in the manner and for the consideration stated in the Indentures and
the Underwriting Agreement between the Company and the underwriters named
therein, the forms of which have been filed as an exhibit to the Registration
Statement on Form S-3 (the "Form S-3") filed with the Securities and Exchange
Commission (the "Commission") on April 2, 1997 as amended by Amendment No. 1 to
the Form S-3 filed with the Commission on April 18, 1997, Amendment No. 2 to the
Form S-3 filed on July 31, 1997, and Amendment No. 3 to the Form S-3 filed with
the Commission on August 14, 1997,
<PAGE> 2
the Notes will be legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other similar laws now or hereafter in effect relating to creditor's rights and
remedies generally, and equitable considerations of any court before which
enforcement may be sought.
This opinion is limited to the laws of the State of New York, and we express no
opinion as to the laws of any other jurisdiction.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name in the Form S-3, including
the prospectus included therein, incorporated by reference into this
Registration Statement, and any amendments or supplements thereto, under the
heading "Legal Matters."
Very truly yours,
ROSENMAN & COLIN LLP
By /s/Robert L. Kohl
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A Partner
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Exhibit 23.3
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10022-2585
August 15, 1997
Central European Media Enterprises Ltd.
Clarendon House, Church Street
Hamilton HM CX, Bermuda
Re: Central European Media Enterprises Ltd.
(the "Company") - Form S-3 Registration
Statement under The Securities Act of 1933,
Reg. No. 333- (the "Form S-3")
Gentlemen:
You have requested our opinion with respect to the material set forth under the
heading "Certain Tax Consideration -- United States Federal Income Taxation" in
the prospectus included in Amendment No. 3 to the Company's Registration
Statement on Form S-3 (Reg. No. 333-24365), filed on August 14, 1997 (the
"Registration Statement") incorporated by reference into this Form S-3 filed by
the Company in connection with the Company's proposed offering and sale of
certain senior notes due 2004.
In connection with your request, you have provided us with (a) the Form S-3 and
(b) such other documents as we have deemed necessary or appropriate to review in
rendering this opinion.
On the basis of our review of the aforementioned documents, on which we have
relied, and on the basis of the United States federal income tax law as
currently in effect, including the Internal Revenue Code of 1986, as amended
existing judicial decisions and administrative regulations, including proposed
regulations, rulings, procedures and practice, all of which are subject to
change, it is our opinion that the discussion of the tax law set forth under the
heading "Certain Tax Considerations -- United States Federal Income Taxation" in
the Registration Statement incorporated by reference into this Form S-3 is
accurate as of the date hereof in all materials respects.
We hereby consent to the use of our name under the caption "Certain Tax
Considerations -- United States Federal Income
<PAGE> 2
Taxation" in the Registration Statement incorporated by reference into this
Form S-3 and to the use of this opinion as an exhibit to the the Form S-3.
Very truly yours,
Rosenman & Colin LLP
By: /s/ James A. Guadiana
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James A. Guadiana, A Partner
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated March 24, 1997
(except for the matters discussed in Note 16.c, as to which the date is May 27,
1997), and to the incorporation by reference in this Registration Statement of
our reports dated 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 Form 10-K of Central European Media Enterprises Ltd. for the year ended
December 31, 1996 and to all references to our Firm included in or made a part
of this Registration Statement.
ARTHUR ANDERSEN & CO.
Hamilton, Bermuda
August 15, 1997
