As Filed with the Securities and Exchange Commission
on May 16, 2002 Registration No. 333-________
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
----------------------
PRIMEDIA INC.
(Exact name of registrant as specified in its charter)
----------------------
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
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 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).
* Previously filed
2
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 16th day of May, 2002.
PRIMEDIA INC.
By: /s/ Beverly C. Chell
--------------------------------
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 16, 2002.
Signature Title
--------- -----
/s/ Thomas S. Rogers Chairman, Chief Executive Officer
---------------------------- and Director
(Thomas S. Rogers)
/s/ Charles G. McCurdy President and Director
----------------------------
(Charles G. McCurdy)
/s/ Beverly C. Chell Vice Chairman, Secretary and Director
----------------------------
(Beverly C. Chell)
/s/ Perry Golkin Director
----------------------------
(Perry Golkin)
3
Signature Title
--------- -----
/s/ H. John Greeniaus Director
----------------------------
(H. John Greeniaus)
/s/ Henry Kravis Director
----------------------------
(Henry Kravis)
/s/ Lawrence R. Rutkowski Executive Vice President and
---------------------------- Chief Financial Officer
(Lawrence R. Rutkowski)
/s/ Robert Sforzo Senior Vice President and Controller
----------------------------
(Robert Sforzo)
4
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).
* Previously filed