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
AMENDED AND RESTATED 1999 NON-OFFICER STOCK OPTION/STOCK ISSUANCE PLAN OF
ABOUT.COM, INC.
EXPERTCENTRAL.COM, INC. 1999 STOCK INCENTIVE PLAN
GLOWBUG.COM, INC. 2000 STOCK OPTION/STOCK ISSUANCE PLAN
SOMBASA MEDIA, INC. INCENTIVE STOCK OPTION AGREEMENT, 1999 STOCK PLAN
1999 STOCK OPTION PLAN OF WISEADS INTERACTIVE, INC.
ABOUT.COM, INC. SECOND AMENDED AND RESTATED 1998 STOCK OPTION/STOCK
ISSUANCE PLAN
NORTH SKY, INC. (FORMERLY DIRECT CONNECT, INC.) 1997 STOCK OPTION PLAN
(Full title of the plans)
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 17,940,488 $9.57 $171,690,470.10 $42,922.62
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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.
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. The Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
B. Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000
C. Current Reports on Form 8-K filed on April 14, 2000,
May 15, 2000, October 30, 2000, and November 13,
2000.
D. 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 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
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(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).
4.3 K-III Communications Corporation 1992 Stock Purchase
and Option Plan (incorporated by reference to Exhibit
10.12 to the Registration Statement on Form S-1 of
K-III Communications Corporation, filed March 2,
1992, Registration No. 33-46116, as amended by
Amendments Nos. 1 and 2).
4.4 PRIMEDIA Inc. 2001 Stock Incentive Plan.
4.5 Amended and Restated 1999 Non-Officer Stock
Option/Stock Issuance Plan of About.com, Inc.
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4.6 ExpertCentral.com, Inc. 1999 Stock Incentive Plan.
4.7 Glowbug.com, Inc. 2000 Stock Option/Stock Issuance
Plan.
4.8 Form of Sombasa Media Inc. Incentive Stock Option
Agreement, 1999 Stock Plan.
4.9 1999 Stock Option Plan of Wiseads Interactive, Inc.
4.10 About.com, Inc. Second Amended and Restated 1998
Stock Option/Stock Issuance Plan.
4.11 North Sky, Inc. (formerly Direct Connect, Inc.) 1997
Stock Option Plan.
4.12 Form of Non-Qualified Stock Option Agreement by and
between PRIMEDIA Inc. and Scott Kurnit.
4.13 Form of Non-Qualified Stock Option Agreement by and
between PRIMEDIA Inc. and William Day.
4.14 Employment Agreement dated October 29, 2000, as
amended January 16, 2001, by and between PRIMEDIA
Inc., About.com, Inc. and Scott Kurnit (incorporated
by reference to Exhibits 99.4 and 99.8 to the
Registration Statement on Form S-4 of PRIMEDIA Inc.,
filed January 17, 2001, Registration No. 333-51432,
as amended by Amendment No. 1 (as amended, the
"S-4").
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 of the S-4).
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.
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
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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.
(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 27th day of
February, 2001.
PRIMEDIA INC.
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 February 27, 2001.
SIGNATURE TITLE
* Chairman and Chief Executive Officer
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(Thomas S. Rogers)
President and Director
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(Charles G. McCurdy)
* Vice Chairman, Secretary and Director
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(Beverly C. Chell)
Director
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(Meyer Feldberg)
* Director
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(Perry Golkin)
Director
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(H. John Greeniaus)
* Director
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(Henry Kravis)
Director
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(George R. Roberts)
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SIGNATURE TITLE
* Director
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(Michael T. Tokarz)
* Executive Vice President and Chief
-------------------------------- Financial Officer
(Lawrence R. Rutkowski)
* by signing her name hereto, Beverly C. Chell signs this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By: /s/ Beverly C. Chell
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Beverly C. Chell
(Attorney-in-fact)