As filed with the Securities and Exchange Commission on April 1, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PENTON MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-2875386
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1100 Superior Avenue, Cleveland, Ohio 44114
(Address of Principal Executive Offices Including Zip Code)
1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
(Full Title of the Plans)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
(Name and Address of Agent For Service)
Telephone: (216) 696-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
======================================================================================================
======================================================================================================
Common Stock, $0.01 2,500,000 $21.53125 $53,828,125 $14,964.22
par value per share
======================================================================================================
(1) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, $0.01 par value per share (the "Common Stock") as may become
issuable pursuant to the anti-dilution provisions of the Penton Media, Inc.
1998 Equity and Performance Incentive Plan (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of such securities on the New York Stock Exchange
on March 26, 1999, within five business days prior to filing.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act. These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Part II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Penton Media, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998; and
(b) the description of the Common Stock of the Registrant contained in the
Registration Statement on Form 8-A/A, as filed with the Commission on
March 30, 1999, pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") for purposes of registering such securities
thereunder, as such Registration Statement may have been and may be
amended from time to time.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which de-registers all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL") contains
provisions permitting (and, in some situations, requiring) Delaware corporations
such as the Registrant to provide indemnification to their officers and
directors for losses and litigation expense incurred in connection with, among
other things, their service to the corporation in those capacities. The
Certificate of Incorporation contains provisions requiring indemnification by
the Registrant of its directors, officers and employees to the fullest extent
permitted by law. Among other things, these provisions provide that the
Registrant is required to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action by or in the right of the Registrant) (a "Proceeding") by
reason of the fact that he is or was a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to any employee benefit plan)
against expenses (including
attorneys' fees), judgments, fines, excise taxes under the Employee Retirement
Income Security Act of 1974, as amended, penalties and amounts paid in
settlement actually and reasonably incurred by him in connection with such
Proceeding to the fullest extent permitted by the DGCL, as the same exists or
may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Registrant to provide broader indemnification rights
than such law permitted the Registrant to provide prior to such amendment).
These provisions also provide for the advance payment of fees and expenses
reasonably incurred by the director, officer or employee in defense of any such
Proceeding, subject to reimbursement by the director, officer or employee if it
is ultimately determined that such director, officer or employee is not entitled
to be indemnified by the Registrant. The Registrant has entered into agreements
with its directors providing contractually for indemnification consistent with
the Certificate of Incorporation and Bylaws. In addition, the Certificate of
Incorporation authorizes the Registrant to purchase insurance for its directors,
officers and employees insuring them against certain risks as to which the
Registrant may be unable lawfully to indemnify them. The Registrant has obtained
this insurance coverage for its directors, officers and employees as well as
insurance coverage to reimburse the Registrant for potential costs of its
corporate indemnification of directors, officers and employees.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement No. 333-56877
on Form S-1, dated August 5, 1998, and incorporated herein by
reference).
4.2 Amended and Restated By-laws of the Registrant (filed as Exhibit
3.2 to the Registrant's Registration Statement No. 333-56877 on Form
S-1, dated August 5, 1998, and incorporated herein by reference).
4.3 Penton Media, Inc. 1998 Equity and Performance Incentive Plan.
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel -- See Exhibit 5.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-----------------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be in the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on April 1, 1999.
PENTON MEDIA, INC.
By: /s/ PRESTON L. VICE
------------------------------
Name: Preston L. Vice
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of April, 1999.
Signature Title
- --------- -----
* Chief Executive Officer and Director
- ------------------------ (Principal Executive Officer)
Thomas L. Kemp
* Chief Financial Officer
- ------------------------ (Principal Financial Officer)
Joseph NeCastro
* Vice President/Controller
- ------------------------ (Controller or Principal Accounting Officer)
Charles T. Griesemer
* Director
- ------------------------
William C. Donohue
* Director
- ------------------------
Anthony Downs
* Director
- ------------------------
William J. Friend
* Director
- ------------------------
Joan W. Harris
* Director
- ------------------------
King Harris
* Director
- ------------------------
John J. Meehan
* Director
- ------------------------
Daniel J. Ramella
* Director
- ------------------------
Edward J. Schwartz
* Director
- ------------------------
Don E. Schultz
* Director
- ------------------------
Richard B. Swank
*This Registration Statement has been signed on behalf of the above
officers and directors by Preston L. Vice, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this Registration Statement.
DATED: April 1, 1999 By: /s/ PRESTON L. VICE
----------------------
Preston L. Vice
Attorney-in-Fact
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration
Statement No. 333-56877 on Form S-1, dated August 5, 1998,
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement No.
333-56877 on Form S-1, dated August 5, 1998, and
incorporated herein by reference).
4.3 Penton Media, Inc. 1998 Equity and Performance Incentive
Plan.
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel -- See Exhibit 5.
24 Power of Attorney.