As filed with the Securities and Exchange Commission on March 23, 2005
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2005
METROMEDIA INTERNATIONAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5706 58-0971455
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
8000 Tower Point Drive, Charlotte, NC 28227
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 321-7380
(Former name or former address, if changed since last report)
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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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On March 23, 2005, Metromedia International Group, Inc. (the "Company")
announced that it has not fully completed the preparation of its consolidated
financial statements and footnote disclosures for the annual audit of the
Company, as required for filing of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 (the "Form 10-K"), and therefore does not expect
that it will file its Form 10-K with the United States Securities and Exchange
Commission ("SEC") by March 31, 2005, the required date in order for the Form
10-K to be timely filed. The Company also announced that upon the determination
that the Company's 2004 financial results are not subject to substantial change,
the Company plans to issue a press release containing its 2004 financial results
to provide further insight on its 2004 business performance.
The delay in filing the Form 10-K is attributable to the additional time
required by the finance teams of the Company's PeterStar and Magticom business
ventures to prepare and finalize their final US GAAP financial results, which in
turn has significantly delayed the completion of audit procedures by the
Company's outside independent accountants for these business ventures. At
present, the Company anticipates that the final US GAAP financial results
reports for PeterStar and Magticom will be finalized and delivered to the
Company shortly, and upon their receipt, the Company will finalize its
consolidated financial statements and management's discussion and analysis of
the Company's financial condition and results of operation.
Shortly following the Company's filing of the Form 10-K, the Company
expects to file with the SEC a preliminary proxy statement on Schedule 14A and
schedule a meeting of the Company's stockholders for consideration of the
previously announced proposed sale of the Company's interest in PeterStar and
for the election of directors by the holders of the Company's common and
preferred stock. Assuming approval of the sale of the Company's interest in
PeterStar by a majority of the holders of the Company's common stock at such
stockholder meeting, the Company presently expects to consummate the sale of
PeterStar during the third quarter of this year.
At present, the Company can not provide any further guidance as to when the
Form 10-K will be filed with the SEC or when the annual audited financial
statements will be completed.
The press release announcing this matter is attached as Exhibit 99.1 and is
incorporated herein by reference.
Additional Information and Where to Find It:
The Company intends to file with the SEC a proxy statement and other
relevant documents in connection with the proposed sale of the Company's
interest in PeterStar. Investors and security holders of the Company are urged
to read the proxy statement and other relevant documents when they become
available because they will contain important information about the Company and
the proposed sale. Investors and security holders of the Company may obtain free
copies of the proxy statement and other relevant documents filed with the SEC
(when they become available) at the SEC's website at www.sec.gov, and at the
Company's website at www.metromedia-group.com. In addition, investors and
security holders of the Company may obtain free copies of the proxy statement
(when it becomes available) by writing to 8000 Tower Point Drive, Charlotte, NC
28227, Attention: Investor Relations, or by emailing to
investorrelations@mmgroup.com.
The Company and its directors, executive officers, certain members of
management and certain employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed sale. A description of the
interests in the Company of its directors and executive officers is set forth in
the Company's annual report on Form 10-K for the fiscal year ended December 31,
2003 filed with the SEC on May 26, 2004 and in the Company's proxy statement for
its 2003 annual meeting of stockholders filed with the SEC on October 20, 2003.
Additional information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of proxies in connection with
the proposed sale, and a description of their direct and indirect interests in
the proposed sale, will be set forth in the proxy statement when it is filed
with the SEC.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Metromedia International Group, Inc., dated
March 23, 2005.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ HAROLD F. PYLE, III
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Name: Harold F. Pyle, III
Title: Executive Vice President Finance,
Chief Financial Officer and Treasurer
Date: March 23, 2005
Charlotte, NC