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CEDC > SEC Filings for CEDC > Form 8-K on 24-Nov-2009All Recent SEC Filings

Show all filings for CENTRAL EUROPEAN DISTRIBUTION CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CENTRAL EUROPEAN DISTRIBUTION CORP


24-Nov-2009

Entry into a Material Definitive Agreement, Financial Statemen


Item 1.01. Entry Into a Material Definitive Agreement.

On November 18, 2009, Central European Distribution Corporation, a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") between the Company and Jefferies & Company, Inc. and UniCredit CAIB Securities UK Ltd., as representatives of the several underwriters named therein (the "Underwriters") to issue and sell an aggregate of 10,250,000 shares of the Company's common stock, par value $0.01 per share, at a price of $31.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 25-day over-allotment option to purchase up to an additional 1,025,000 shares at the same price in a public offering pursuant to a Registration Statement on Form S-3 and a related prospectus filed with the Securities and Exchange Commission. The Company estimates that the net proceeds from the offering will be approximately $310.5 million, after deducting underwriting discounts and estimated offering expenses. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Underwriters and their affiliates have provided in the past to the Company and the Company's affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of its business, for which they have received and may continue to receive customary fees and commissions.

The Company expects that the offering will be completed on or about November 24, 2009, subject to customary closing conditions.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.      Description
1.1              Underwriting Agreement, dated as of November 18, 2009, between
                 Central European Distribution Corporation and Jefferies & Company,
                 Inc. and UniCredit CAIB Securities UK Ltd., as representatives of
                 the underwriters listed on Schedule 1 thereto.

5.1              Opinion of Dewey & LeBoeuf LLP regarding the legality of the
                 shares.


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