<PAGE> 1
As filed with the Securities and Exchange Commission on
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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
-------------------------
CMP MEDIA INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2240940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 COMMUNITY DRIVE 11030
MANHASSET, NEW YORK (Zip Code)
(Address of Principal Executive Offices)
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CMP MEDIA INC. STOCK INCENTIVE PLAN
(Full title of plan)
-------------------------
ROBERT D. MARAFIOTI, ESQ.
Vice President, Secretary and General Counsel
CMP Media Inc.
600 Community Drive
Manhasset, New York 11030
(Name and Address of agent for service)
-------------------------
Telephone number of agent for service:
(516) 562-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
maximum offering maximum
Title of security Amount being price per aggregate offering Amount of
being registered registered* share price registration fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock, $.01
Par Value 1,132,560 $22.00 $24,916,320 $7,550.40
================================================================================================================
</TABLE>
* In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued in accordance with the Plan terms to prevent
dilution from stock splits, stock dividends or similar transactions.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in the instructions to Part I of
Form S-8 will be sent or given to employees participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
CMP Media Inc. (the "Company") hereby incorporates, or will be deemed
to have incorporated, herein by reference the following documents:
(1) The Company's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933 for the fiscal year ended December 31, 1996.
(2) The description of the Company's Class A Common Stock
contained in the Company's most recent registration statement under the
Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment
thereto or report filed for the purpose of updating such description;
(3) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), provides that a corporation (in its original certificate
of incorporation or an amendment thereto) may eliminate or limit the personal
liability of a director (or certain persons who, pursuant to the provisions of
the certificate of incorporation, exercise or perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provisions shall not eliminate or limit the liability of a director (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) under Section 174
of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.
Section 7.5 of the Certificate of Incorporation of the Company, as amended (the
<PAGE> 3
"Certificate of Incorporation"), limits the liability of directors thereof to
the extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons only if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. Section 7.4 of the
Certificate of Incorporation gives the Company the power to indemnify its
officers, directors, employees and agents to the full extent permitted by
Delaware law.
Under the Underwriting Agreement, the Underwriters are obligated,
under certain circumstances, to indemnify directors and officers of the
Registrant against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed
as Exhibit 1 to the Company's Registration Statement on Form S-1 (File No.
333-26741).
In addition, the CMP Media Inc. Stock Incentive Plan (the "Plan")
provides for the indemnification of directors who serve on the Plan's
administrative committee against any loss, liability, claim, cost or expense
incurred by or asserted against such director as a result of any act or
omission to act in connection with the Plan, unless arising out of such
director's fraud or bad faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
*3.1 Certificate of Incorporation of the Company, as amended
*3.2 By-laws of the Company
*3.3 Form of Amended and Restated Certificate of Incorporation of the
Company
*3.4 Form of Restated Bylaws of the Company
*4.2 Specimen Class A Common Stock certificate
*4.3 Form of 1997 Stockholders' Agreement
5 Opinion of Dow, Lohnes & Albertson, PLLC
*10.22 CMP Media Inc. Stock Incentive Plan
23.1 Consent of Coopers & Lybrand
23.2 Consent of Dow, Lohnes & Albertson
(contained in their opinion in Exhibit 5)
* Incorporated by reference to the corresponding exhibit of the Company's
Registration Statement on Form S-1 (File No. 333-26741)
<PAGE> 4
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 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 in the registration
statement;
(2) that, for the purpose of determining any liability
under the Securities Act, 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; and
(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, each filing of
the registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE> 5
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 Manhasset, State of New York on the 25th day of
July, 1997.
CMP MEDIA INC.
By: /s/ Michael S. Leeds
---------------------------------------------------
Michael S. Leeds
President, Chief Executive Officer and a Director
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrators have duly caused this Registration Statement to be signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Michael S. Leeds President, July 25, 1997
--------------------------------------------- Chief Executive Officer
Michael S. Leeds and a Director
(Principal Executive Officer)
/s/ Daniel H. Leeds Executive Vice President, July 25, 1997
--------------------------------------------- President of International
Daniel H. Leeds and a Director
/s/ Kenneth D. Cron Executive Vice President, July 25, 1997
--------------------------------------------- President of Publishing
Kenneth D. Cron
/s/ Joseph E. Sichler Vice President and July 25, 1997
--------------------------------------------- Chief Financial Officer
Joseph E. Sichler (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Gerard G. Leeds Director, Co-Chairperson July 25, 1997
--------------------------------------------- of Board of Directors
Gerard G. Leeds
/s/ Lilo J. Leeds Director, Co-Chairperson July 25, 1997
--------------------------------------------- of Board of Directors
Lilo J. Leeds
/s/ Richard A. Leeds Director July 25, 1997
---------------------------------------------
Richard A. Leeds
</TABLE>
<PAGE> 1
Exhibit 5
July 25, 1997
CMP Media Inc.
600 Community Drive
Manhasset, New York 11030
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel for CMP Media Inc., a Delaware
corporation ("CMP"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") pertaining to 1,132,560
shares (the "Shares") of Class A Common Stock, $.01 par value per share of CMP,
being issued by CMP pursuant to the CMP Media Inc. Stock Incentive Plan (the
"Plan").
In preparing this opinion, we have reviewed (a) the Registration
Statement; (b) CMP's Amended and Restated Certificate of Incorporation and
Restated Bylaws; (c) the Plan; and (d) certain records of CMP's corporate
proceedings as reflected in its minute and stock books.
As to matters of fact relevant to our opinion, we have relied upon
oral representations of officers of CMP without further investigation. With
respect to the foregoing documents, we have assumed: (i) the authenticity of
all documents submitted to us as originals, the conformity with authentic
original documents of all documents submitted to us as copies or forms, the
genuineness of all signatures and the legal capacity of natural persons, and
(ii) that the foregoing documents, in the forms thereof submitted for our
review, have not been altered, amended or repealed in any respect material to
our opinion as stated herein. We have not reviewed any documents other than
the documents listed above for purposes of rendering our opinion as expressed
herein, and we assume that there exists no provision of any such other document
that bears upon or is inconsistent with our opinion as expressed herein. We
have conducted no factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
assume to be true, complete and accurate in all material respects.
<PAGE> 2
CMP Media Inc.
July 25, 1997
Page 2
Our opinion is limited to matters of law arising under the General
Corporation Law of the State of Delaware, insofar as such law applies, and we
express no opinion as to conflicts of law rules or the laws of any states or
jurisdictions, including federal laws regulating securities, other federal laws
or the rules and regulations of stock exchanges or any other regulatory body,
other than as specified above.
Based upon and subject to the foregoing and any other qualifications
stated herein, we are of the opinion that the Shares, when and to the extent
issued, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to all references to our firm in the Registration
Statement, provided, that in giving such consent we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder. Except as provided for hereinabove, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person or entity for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ PAUL R. LANG
------------------------------
Paul R. Lang
Member of the Firm
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of
our report dated February 28, 1997, except for Notes 1 and 9 as to which the
date is July 18, 1997, on our audits of the consolidated financial statements
of CMP Media Inc. and subsidiaries. We also consent to the reference to our
firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
New York, New York Coopers & Lybrand L.L.P.
July 25, 1997
