AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2002.
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 Identification No.)
of Incorporation or Organization)
1100 Superior Avenue, Cleveland, Ohio 44114
(Address of Principal Executive Offices Including Zip Code)
1998 EQUITY AND PERFORMANCE INCENTIVE PLAN
(As Amended and Restated Effective as of March 15, 2001)
(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)(2) Price Per Share (3) Offering Price (3) Fee
========================== ======================== ======================== ======================== ======================
========================== ======================== ======================== ======================== ======================
Common Stock, $0.01 par 3,000,000 $6.82 $20,460,000 $1,882.32
value per share (4)
========================== ======================== ======================== ======================== ======================
(1) Represents shares of common stock of the registrant, $0.01 par value
per share ("Common Stock"), issuable pursuant to the Penton Media, Inc.
1998 Equity and Performance Incentive Plan (As Amended and Restated
Effective as of March 15, 2001) (the "Plan") being registered hereon.
In addition, 2,500,000 shares of Common Stock issuable pursuant to the
Plan (prior to its amendment and restatement) were previously
registered with the Securities and Exchange Commission ("SEC") on April
1, 1999 on Registration Statement No. 333-75403.
(2) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock as may become issuable pursuant to the anti-dilution provisions
of the Plan.
(3) 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 April 29, 2002, within five business days prior to filing.
(4) One right ("Right") will also be issued with respect to each share of
Common Stock. The terms of the Rights are described in the Form 8-A
filed by Penton Media, Inc. with the SEC on June 12, 2000.
INCORPORATION OF EARLIER REGISTRATION STATEMENT
The contents of Registration Statement No. 333-75403, filed on April 1,
1999, are incorporated herein by reference.
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 (As Amended and Restated Effective as of March 15,
2001) (filed as Appendix B to the registrant's Proxy
Statement dated April 6, 2001, and incorporated herein
by reference).
4.4 Rights Agreement, dated as of June 9, 2000, by and
between Penton Media, Inc. and Harris Trust and Savings
Bank (filed as Exhibit 4.1 to the Registrant's Form 8-A
dated June 12, 2000).
5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of PricewaterhouseCoopers LLP with respect to
the Consolidated Financial Statements of Penton Media,
Inc.
23.2 Consent of Counsel-- See Exhibit 5.
24 Power of Attorney.
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 May 2, 2002.
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 this
Registration Statement has been signed by the following persons in the
capacities indicated on the 2nd day of May, 2002.
Signature Title
--------- -----
Chief Executive Officer and Director
* Principal Executive Officer)
--------------------------
Thomas L. Kemp
Interim Chief Financial Officer
/s/ Preston L. Vice Principal Financial Officer)
--------------------------
Preston L. Vice
Director
*
--------------------------
Paul W. Brown
Director
*
--------------------------
Daniel C. Budde
Director
*
--------------------------
Peni A. Garber
Director
*
--------------------------
King Harris
Director
*
--------------------------
John J. Meehan
Director
*
---------------------------
David B. Nussbaum
Director
*
---------------------------
Daniel J. Ramella
Director
*
---------------------------
Edward J. Schwartz
Director
*
---------------------------
Hannah C. Stone
Director
*
---------------------------
William B. Summers
Director
*
---------------------------
Richard B. Swank
*This Registration Statement has been signed by 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.
Date: May 2, 2002 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 (As Amended and Restated Effective as of March 15,
2001) (filed as Appendix B to the registrant's Proxy
Statement dated April 6, 2001, and incorporated herein
by reference).
4.4 Rights Agreement, dated as of June 9, 2000, by and
between Penton Media, Inc. and Harris Trust and Savings
Bank (filed as Exhibit 4.1 to the Registrant's Form 8-A
dated June 12, 2000).
5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of PricewaterhouseCoopers LLP with respect to
the Consolidated Financial Statements of Penton Media,
Inc.
23.2 Consent of Counsel-- See Exhibit 5.
24 Power of Attorney.