As Filed with the Securities and Exchange Commission on May 14, 2002
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)
PRIMEDIA INC. 2001 STOCK INCENTIVE 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 877,000 $2.85 $2,499,450 $230
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(1) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
book value of the Common Stock.
EXPLANATORY NOTE
PRIMEDIA Inc. is filing this Registration Statement on Form S-8 to
register 877,000 shares (the "Shares") of Common Stock of PRIMEDIA Inc. that
were deregistered on Post-Effective Amendment No. 1 to Form S-8 (File No.
333-56300) filed on January 18, 2002. The Shares were originally registered on
Registration Statement Form S-8 (File No. 333-56300) filed on February 28,
2001. The Shares are to be issued upon exercise of options granted under
PRIMEDIA Inc. 2001 Stock Incentive Plan.
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., a Delaware corporation, are incorporated in this
Registration Statement by reference:
A. PRIMEDIA Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2001 filed on April 1, 2002;
B. PRIMEDIA Inc.'s Current Reports on Form 8-K filed on February 26,
2002, March 22, 2002, April 4, 2002 and April 8, 2002, and Form
8-K/A filed on April 8, 2002; and
C. Description of PRIMEDIA "Common Stock" contained in its
registration statement filed under Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of
updating that description.
All documents filed by PRIMEDIA Inc. 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 Inc. 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
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).
4.4 PRIMEDIA Inc. 2001 Stock Incentive Plan (incorporated by
reference from PRIMEDIA Inc.'s Registration Statement on
Form S-8, File No. 333-56300).
4.13 Form of Non-Qualified Stock Option Agreement by and
between PRIMEDIA Inc. and William Day (incorporated by
reference from
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PRIMEDIA Inc.'s Registration Statement on
Form S-8, File No. 333-56300).
4.15 Employment Agreement dated October 29, 2000, as amended
January 16, 2001, by and between PRIMEDIA Inc., About.com,
Inc. and William Day (incorporated by reference to
Exhibits 99.5 and 99.9 from PRIMEDIA Inc.'s Registration
Statement on Form S-4, File No. 333-51432).
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 Simpson Thacher & Bartlett (included in Exhibit 5).
24 Powers of Attorney (included on signature page to the
Registration Statement).
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 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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to
information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
(b) 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.
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(c) 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.
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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 14th day of May, 2002.
PRIMEDIA INC.
By: /s/ Beverly C. Chell
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Beverly C. Chell
Vice Chairman and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below, in the capacity or capacities indicated next to his
name and acting in connection with the filing with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended, of
this Registration Statement on Form S-8 with respect to the issuance by
PRIMEDIA Inc. (formerly K-III Communications Corporation) (the "Company") of
shares, and options to purchase of shares, of the Common Stock, par value $.01
per share, of the Company pursuant to the PRIMEDIA Inc. 2001 Stock Incentive
Plan, hereby constitutes and appoints Perry Golkin, Charles G. McCurdy,
Michael T. Tokarz and Beverly C. Chell, and each of them, individually, as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, in any
and all capacities, to sign, attest and file this Registration Statement and
any and all amendments (including post-effective amendments) and exhibits
thereto, and any and all applications and other documents to be filed with any
governmental or private agency or official pertaining to such securities or
such registration, with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorneys or any such
substitute or substitutes.
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 May 14, 2002.
Signature Title
/s/ Thomas S. Rogers Chairman, Chief Executive Officer and Director
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(Thomas S. Rogers)
/s/ Charles G. McCurdy President and Director
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(Charles G. McCurdy)
/s/ Beverly C. Chell Vice Chairman, Secretary and Director
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(Beverly C. Chell)
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/s/ Perry Golkin Director
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(Perry Golkin)
/s/ H. John Greeniaus Director
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(H. John Greeniaus)
/s/ Henry Kravis Director
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(Henry Kravis)
/s/ Lawrence R. Rutkowski Executive Vice President and Chief Financial
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(Lawrence R. Rutkowski)
/s/ Robert Sforzo Senior Vice President and Controller
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(Robert Sforzo)
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EXHIBIT INDEX
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).
4.4 PRIMEDIA Inc. 2001 Stock Incentive Plan (incorporated by reference
from PRIMEDIA Inc.'s Registration Statement on Form S-8, File No.
333-56300).
4.13 Form of Non-Qualified Stock Option Agreement by and between PRIMEDIA
Inc. and William Day (incorporated by reference from PRIMEDIA Inc.'s
Registration Statement on Form S-8, File No. 333-56300).
4.15 Employment Agreement dated October 29, 2000, as amended January 16,
2001, by and between PRIMEDIA Inc., About.com, Inc. and William Day
(incorporated by reference to Exhibits 99.5 and 99.9 from PRIMEDIA
Inc.'s Registration Statement on Form S-4, File No. 333-51432).
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 Simpson Thacher & Bartlett (included in Exhibit 5).
24 Powers of Attorney (included on signature page to the Registration
Statement).