As Filed with the Securities and Exchange Commission on July 6, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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PRIMEDIA INC.
(Exact name of registrant as specified in its charter)
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Delaware 13-364753
(State or other jurisdiction of I.R.S. Employer Identification Number)
incorporation or organization)
745 Fifth Avenue
New York, New York 10151
(Address, including zip code, of registrant's principal executive office)
AMENDED AND RESTATED ABOUT.COM, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Christopher Fraser, Esq.
PRIMEDIA Inc.
745 Fifth Avenue
New York, New York 10151
(212) 745-0100
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Gary I. Horowitz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
be Registered Registered Price Per Share(1) Offering Price Fee(1)
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Common Stock, par value
$ .01 per share 50,000 6.88 $334,000 $86.00
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(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange Composite Tape on
June 29, 2001.
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by PRIMEDIA Inc., (the "Company" or "Registrant") a Delaware
corporation, are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
2001.
(c) Current Report on Form 8-K filed on March 1, 2001.
(d) Current Report on Form 8-K/A filed on April 26, 2001.
(e) Current Report on Form 8-K filed on July 6, 2001.
(f) Description of PRIMEDIA "Common Stock" contained in the
Certificate of Incorporation of PRIMEDIA Inc. (formerly K-III
Communications Corporation) (incorporated by reference to K-III
Communications Corporation's Registration Statement on Form S-1,
File No. 33-96516, as amended).
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold are incorporated by reference in this Registration Statement and are a
part hereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the common stock
offered hereby are being passed upon for PRIMEDIA by Simpson Thacher &
Bartlett, New York, New York.
Item 6. Indemnification of Directors and Officers
PRIMEDIA is a Delaware corporation. Reference is made to
Section 102(b)(7) of the Delaware General Corporation Law which enables a
corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchase or redemptions) or (iv) for
any transaction from which a director derived an improper personal benefit.
Reference also is made to Section 145 of the DGCL, which
provides that a corporation may indemnify any persons, including officers and
directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation or is or was serving
at the request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided such officer, director, employee or agent
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
that such officer or director actually and reasonably incurred.
Article 8 of the Certificate of Incorporation of the Company
provides that except under certain circumstances, directors of the Company
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duties as a director. Article 4 of
the By-laws of the Company provides for indemnification of the officers and
directors of the Company to the full extent permitted by applicable law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of the Registration Statement.
4.1 Certificate of Incorporation of PRIMEDIA Inc. (formerly
K-III Communications Corporation) (incorporated by reference
to K-III Communications Corporation's Registration Statement
on Form S-1, File No. 33-96516, as amended).
4.2 Certificate of Amendment to Certificate of
Incorporation of K-III Communications Corporation
(changing name from K-III Communications
Corporation to PRIMEDIA Inc.) (incorporated by
reference to K-III Communications Corporation's
Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 1-11106).
5 Opinion of Simpson Thacher & Bartlett regarding the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of Simpson Thacher & Bartlett (included in Exhibit 5).
Item 9. Undertakings
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 (except to
the extent the information required to be included by clause
(i) or (ii) is contained in periodic reports filed by the Company
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference into 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 set forth
in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange 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 whether such indemnification by it is against 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, as
amended, 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 New York, State of
New York, on this 6th day of July, 2001.
PRIMEDIA INC.
(Registrant)
By: /s/ Beverly C. Chell
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Beverly C. Chell
Vice Chairman and Secretary
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 set forth below on July 6, 2001.
Signature Title Date
/s/ Thomas S. Rogers Chairman and Chief July 6, 2001
----------------------------- Executive Officer
Thomas S. Rogers (principal executive officer)
/s/ Charles G. McCurdy President and Director July 6, 2001
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Charles G. McCurdy
/s/ Beverly C. Chell Vice Chairman, General July 6, 2001
----------------------------- Counsel, Secretary
Beverly C. Chell and Director
/s/ Lawrence R. Rutkowski Executive Vice President July 6, 2001
------------------------------ and Chief Financial Officer
Lawrence R. Rutkowski (principal financial
and accounting officer)
/s/ Scott P. Kurnit Chief Internet Officer July 6, 2001
----------------------------- and Director
Scott P. Kurnit
/s/ David Bell Director July 6, 2001
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David Bell
/s/ Perry Golkin Director July 6, 2001
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Perry Golkin
/s/ H. John Greeniaus Director July 6, 2001
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H. John Greeniaus
/s/ Michael T. Tokarz Director July 6, 2001
-------------------------------
Michael T. Tokarz
/s/ Henry Kravis Director July 6, 2001
-------------------------------
Henry Kravis
/s/ George R. Roberts Director July 6, 2001
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George R. Roberts
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Certificate of Incorporation of PRIMEDIA Inc.
(formerly K-III Communications Corporation)
(incorporated by reference to K-III Communications
Corporation's Registration Statement on Form S-1,
File No. 33-96516, as amended ).
4.2 Certificate of Amendment to Certificate of
Incorporation of K-III Communications
Corporation (changing name from K-III
Communications Corporation to PRIMEDIA Inc.)
(incorporated by reference to K-III
Communications Corporation's Annual Report on
Form 10-K for the year ended December 31, 1997,
File No. 1-11106).
5 Opinion of Simpson Thacher & Bartlett regarding the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5).