Edgar Filing: PENTON MEDIA INC

As filed with the Securities and Exchange Commission on March 31, 2003.

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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PENTON MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 36-2875386
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

1300 East Ninth Street, Cleveland, Ohio 44114
(Address of Principal Executive Offices) (Zip Code)

PENTON MEDIA, INC. 401(k) RETIREMENT PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 1, 2001)
(Full Title of the Plan)

Preston L. Vice
Chief Financial Officer
Penton Media, Inc.
1300 East Ninth Street, Cleveland, Ohio 44114
(Name and Address of Agent for Service)

(216) 696-7000
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered(1)(2) Registered Per Share Offering Price Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

Common Stock,
par value $0.01
per share 6,000,000 $0.50(3) $3,000,000(3) $242.70
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered
pursuant to the Penton Media, Inc. 401(k) Retirement Plan (As Amended and
Restated as of January 1, 2001) (the "Plan").

(2) Also relates to stock purchase rights that are attached to each share of
common stock of the Registrant in accordance with the Rights Agreement,
dated as of June 9, 2000 (as amended), between the Registrant and National
City Bank, as successor rights agent. These rights are not exercisable
until the occurrence of

events described in the Rights Agreement, are evidenced by the certificates
for the common stock, and are transferred solely with the common stock. The
value attributed to the rights, if any, is reflected in the value of the
common stock, and, accordingly, no separate fee is paid.

(3) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate is
made solely for the purpose of calculating the amount of the registration
fee and is based on the average of the high and low prices of the Common
Shares of the Registrant on the New York Stock Exchange on March 24, 2003.

Pursuant to General Instruction E to Form S-8, the contents of the
registration statement on Form S-8 (Registration No. 333-62385) as filed with
the Securities and Exchange Commission on August 28, 1998 to register the Common
Stock, par value $0.01 per share, of the Registrant to be issued under the Plan
are hereby incorporated by reference. This registration statement on Form S-8 is
filed for the purpose of registering an additional 6,000,000 shares of Common
Stock of the Registrant under the Plan.

ITEM 8. EXHIBITS.

The following Exhibits are being filed as part of this Registration
Statement:

4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Company's Form 10-Q on August 14, 2002, and
incorporated herein by reference).

4.2 Certificate of Designation of Series A Junior Participating Preferred
Stock of Penton Media, Inc. (filed as Exhibit 4.1 to the Company's
Form 8-K on June 12, 2000, and incorporated herein by reference).

4.3 Certificate of Designations, Preferences and Rights of the Series B
Convertible Preferred Stock of Registrant (filed as Exhibit 3.1 to the
Company's Form S-3/A on June 4, 2002, and incorporated herein by
reference).

4.4 Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.3 to
the Company's Form 10-Q on August 14, 2002, and incorporated herein by
reference).

4.5 Indenture, dated as of March 28, 2002, by and among Penton Media,
Inc., the Subsidiary Guarantors named therein and U.S. Bank National
Association, as Trustee (filed as Exhibit 4.1 to the Company's Form
S-4 on June 26, 2002, and incorporated herein by reference).

4.6 Pledge and Security Agreement, dated as of March 28, 2002, by and
among Penton Media, Inc., the Subsidiary Guarantors named therein and
U.S. Bank National Association, as Trustee (filed as Exhibit 4.3 to
the Company's Form S-4 on June 26, 2002, and incorporated herein by
reference).

4.7 Intercreditor Agreement, dated as of March 28, 2002, by and between
U.S. Bank National Association and The Bank of New York (filed as
Exhibit 4.4 to the Company's Form S-4 on June 26, 2002, and
incorporated herein by reference).

4.8 Form of Warrants to purchase common stock of Penton Media, Inc. (filed
as Exhibit 4.1 to the Company's Form 8-K on March 19, 2002, and
incorporated herein by reference).

4.9 Rights Agreement, dated as of June 9, 2000, between Penton Media, Inc.
and Harris Trust and Savings Bank, as Rights Agent, including a Form
of Certificate of Designation of Series A Junior Participating
Preferred Stock as Exhibit A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to Purchase Preferred Stock
as Exhibit C thereto (filed as Exhibit 4.1 to the Company's Form 8-K
on June 12, 2000, and incorporated herein by reference).

4.10 Amendment No. 1, dated as of March 18, 2002, to the Rights Agreement,
by and between Penton and National City Bank, as successor Rights
Agent (filed as Exhibit 4.2 to the Company's Form 8-K on March 19,
2002, and incorporated herein by reference).

4.11 Amendment No. 2, dated as of July 31, 2002, to the Rights Agreement,
by and between Registrant and National City Bank, as successor rights
agent (filed as Exhibit 4.1 to the Company's Form 8-A/A on August 1,
2002, and incorporated herein by reference).

4.12 Indenture, dated as of June 28, 2001, between Penton Media, Inc., as
issuer, the Subsidiary Guarantors named herein, and The Bank of New
York, as Trustee, including the form of the Company's 10.375% Senior
Subordinated Notes due June 15, 2011 attached as Exhibit A thereto
(filed as Exhibit 4.1 to the Company's Form 10-Q on August 14, 2001,
and incorporated herein by reference).

4.13 Penton Media, Inc. Retirement Plan (filed as Exhibit 10.9 to the
Company's Registration Statement No. 333-56877, and incorporated
herein by reference).

23. Consent of Independent Accountants.

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 this 31st day of March,
2003.

PENTON MEDIA, INC.

By: /s/ Preston L. Vice
-----------------------
Preston L. Vice
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE
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/s/ THOMAS L. KEMP Chairman of the Board, Chief Executive Officer and
--------------------------------- (Principal Executive Officer)
Thomas L. Kemp

/s/ Preston L. Vice Chief Financial Officer
--------------------------------- (Principal Financial Officer)
Preston L. Vice

/s/ Jocelyn A. Bradford Vice President and Controller
---------------------------------
Jocelyn A. Bradford

/s/ Paul W. Brown Director
---------------------------------
Paul W. Brown

/s/ Daniel C. Budde Director
---------------------------------
Daniel C. Budde

/s/ Hannah C. Craven Director
---------------------------------
Hannah C. Craven

/s/ Peni A. Garber Director
---------------------------------
Peni A. Garber

/s/ King Harris Director
---------------------------------
King Harris

/s/ John J. Meehan Director
---------------------------------
John J. Meehan

/s/ David B. Nussbaum Director
---------------------------------
David B. Nussbaum

/s/ Daniel J. Ramella Director
---------------------------------
Daniel J. Ramella

/s/ Edward J. Schwartz Director
---------------------------------
Edward J. Schwartz

/s/ William B. Summers Director
---------------------------------
William B. Summers

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan 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 this 31st day of March, 2003.

PENTON MEDIA, INC. 401(k) RETIREMENT PLAN
(As Amended and Restated as of
January 1, 2001)