As filed with the Securities and Exchange Commission on July 12, 2005
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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): July 8, 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
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(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)
|_| 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 1.01. Entry into a Material Definitive Agreement.
On July 8, 2005, Metromedia International Group, Inc. (the "Company")
entered into an Amendment (the "Amendment") with First National Holding S.A., a
societe anonyme organized under the laws of Luxembourg ("FNH"), Emergent Telecom
Ventures S.A., a societe anonyme organized under the laws of Switzerland
("ETV"), and Pisces Investment Limited, a company organized under the Companies
Law of Cyprus and wholly-owned subsidiary of FNH and ETV ("Pisces," and together
with FNH and ETV, the "Buyers"), pursuant to which the Company and the Buyers
agreed to amend certain provisions of that certain Share Purchase Agreement,
dated as of February 17, 2005 (as amended by that certain letter agreement among
the Company and the Buyers, dated June 14, 2005, the "Purchase Agreement"), by
and among the Company and the Buyers.
Under the terms of the Amendment, the condition precedent to the closing of
the sale of the Company's interest in PeterStar that called for a vote by
holders of a majority of the Company's issued and outstanding common stock has
been eliminated. Following a reexamination of its assets, the Company believes
that approval by holders of a majority of the Company's issued and outstanding
common stock is not required as a matter of law and that all remaining
conditions precedent to closing have been or will soon be satisfied.
Accordingly, the Amendment provides that the closing of the transactions
contemplated by the Purchase Agreement will occur on August 8, 2005 or on such
other date as the Company and the Buyers otherwise agree.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which is filed
as Exhibit 10.1 hereto and incorporated herein by reference.
The press release announcing this matter is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
10.1 Amendment, dated as of July 8, 2005, by and among Metromedia
International Group, Inc., First National Holding S.A., Emergent
Telecom Ventures S.A. and Pisces Investment Limited.
99.1 Press Release of Metromedia International Group, Inc., dated July
11, 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: July 12, 2005
Charlotte, NC