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): December 4, 2018
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA | 0-24796 | 98-0438382 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
O'Hara House, 3 Bermudiana Road, Hamilton, Bermuda | HM 08 | |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) Paul Cappuccio and Douglas Shapiro has each notified Central European Media Enterprises Ltd. (the “Company”) that he resigned from the Board of Directors of the Company, effective December 4, 2018.
(d) On December 4, 2018, the Board of Directors of the Company appointed Mr. Trey Turner to the Board. Mr. Turner was appointed pursuant to the right of Warner Media, LLC (as successor to Time Warner Inc.) to designate one less than the majority of the number of directors on the Company's Board of Directors under the terms of the Framework Agreement dated February 28, 2014 among the Company, Warner Media, LLC and Time Warner Media Holdings B.V. which was filed with the Securities and Exchange Commission as Exhibit 99.1 to the Company’s Registration Statement on Form S-3 on February 28, 2014.
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.
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. | ||||
Date: | December 7, 2018 | |||
/s/ David Sturgeon | ||||
David Sturgeon | ||||
Executive Vice President and Chief Financial Officer Principal Financial Officer and Principal Accounting Officer | ||||