CENTRAL EUROPEAN DISTRIBUTION CORP - 10-Q - 20031114 - PART_II
PART II. OTHER INFORMATION
ITEM 2.
Changes in Securities and Use of Proceeds
(a)
On March 31, 2003 and April 2, 2003, the Company completed a private placement of 1,125,000 shares of its common stock at a purchase price of $15.50 per share to five institutional
accredited investors for gross proceeds of $17,437,500. The purchasers also received the right to purchase an additional 225,000 shares of common stock at the same price per share at any time prior to July 28, 2003. During the third quarter of 2003,
rights to purchase 141,750 shares of common stock available from the 225,000 additional shares were exercised, and the Company received net proceeds of $2,065,297.50 as a result of such exercise.
Banc of America Securities LLC served as placement agent for the transaction and received a fee of 6.0% of the gross proceeds of both the initial sale and the additional rights
exercise.
These securities were issued in reliance on the exemptions provided by Regulation D.
The number of shares issued in the private placement and the per share price have been adjusted to give effect to the 3 for 2 stock split of June 2, 2003.
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a)
Exhibit
Exhibit
Number
Exhibit Description
2.6
Share Sale Agreement dated September 5, 2003 between the Company, Carey Agri. International Poland Sp. z o.o. and the sellers relating to the acquisition of Panta Hurt Sp. z
o.o.
3.1
Certificate of Incorporation (Filed as Exhibit 3.1 to Registration Statement of Form SB-2, File No. 333-42387, filed with the Commission on December 17, 1997 (the “1997
Registration Statement”) and incorporated herein by reference.)
3.2
Bylaws (Filed as Exhibit 3.2 to the 1997 Registration Statement and incorporated herein by reference.)
31.1
Certificate of the CEO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
31.2
Certificate of the CFO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
32.1
Certification of the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b)
Reports on Form 8-K
During the quarter ended September 30, 2003, the Company filed the following reports on Form 8-K:
(i)
August 4, 2003—Reporting under Item 9, the announcement of the Company’s preliminary second quarter results and filing the associated press release. Because of the delay
in integrating Item 12 into the EDGAR system, this information was filed under Item 9 rather than Item 12 in accordance with SEC Release 33-8216.
(ii)
September 10, 2003—Reporting under Item 5 the completion of its ninth strategic acquisition and the increase in the previously projected fiscal 2003 fully diluted earnings per
share guidance and filing the associated press release under Item 7.
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