On July 20, 2009, Central European Distribution Corporation, a Delaware corporation (the "Company"), in connection with the offer and sale (the "Offering") of 8,350,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), of which 6,850,000 shares of Common Stock are being issued and sold by the Company and 1,500,000 shares of Common Stock are being sold by Mark Kaoufman (the "Selling Stockholder"), entered into an Underwriting Agreement (the "Underwriting Agreement") with the Selling Stockholder and Jefferies & Company, Inc. and UniCredit CAIB Securities UK Ltd., as representatives of the several underwriters named therein (the "Underwriters"). The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and customary closing conditions, indemnification rights, obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 25-day over-allotment option to purchase up to an additional 835,000 shares of Common Stock from the Company 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. On July 22, 2009, the Underwriters notified the Company that they had exercised the over-allotment option in full. The Company estimates that the net proceeds it will receive from the Offering, including the over-allotment shares, will be approximately $178.3 million, after deducting underwriting discounts and estimated offering expenses payable by the Company. 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 July 24, 2009, subject to customary closing conditions.

(d) Exhibits

Exhibit No.       Description

    1.1           Underwriting Agreement, dated as of July 20, 2009, among Central
                  European Distribution Corporation, Mark Kaoufman 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 of Common Stock sold in the Offering.