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As filed with the Securities and Exchange Commission on July 24, 1997
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CMP MEDIA INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 2721 11-2240940
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number)
incorporation or organization) Classification Code Number)
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600 COMMUNITY DRIVE
MANHASSET, NEW YORK 11030
(516) 562-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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ROBERT D. MARAFIOTI, ESQ.
Vice President, Secretary and General Counsel
CMP Media Inc.
600 Community Drive
Manhasset, New York 11030
(516) 562-5000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
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Please address a copy of all communications to:
LEONARD J. BAXT, ESQ.
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036-6802
(202) 776-2000
ALAN H. PALEY, ESQ.
Debevoise & Plimpton
875 Third Avenue
New York, N.Y. 10022
(212) 909-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: As soon as practicable after this Registration
Statement becomes effective.
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |_|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ (333-26741)
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Aggregate Amount of Registration
Title of Each Class of Securities to be Registered Offering Price (1)(2) Fee
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Class A Common Stock..................................... $11,500,000 $3,485
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
(2) Includes shares that are to be offered outside the United States
but that may be resold from time to time in the United States under
circumstances requiring delivery of a prospectus; such shares are not
being registered for the purpose of sales outside the United States.
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EXPLANATORY NOTE
This Registration Statement is being filed by CMP Media Inc. (the
"Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and includes the Registration Statement facing page, this page, the signature
page, an exhibit index, an opinion of counsel regarding the legality of the
Company's Class A Common Stock being offered hereby and a related consent, and
an accountants' consent. Pursuant to Rule 462(b), the contents of the
Registration Statement on Form S-1 (File No. 333-26741) of the Company,
including the exhibits thereto, are incorporated by reference into this
Registration Statement. This Registration Statement covers the registration of
an aggregate of $ of Class A Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Securities and Exchange Commission
(the "Commission") that (i) it has instructed its bank to pay the Commission the
filing fee set forth on the cover page of this Registration Statement by a wire
transfer of such amount to the Commission's account at Mellon Bank as soon as
practicable (but no later than the close of business on July 25, 1997), (ii) it
will not revoke such instructions, (iii) it has sufficient funds in the relevant
account to cover the amount of such filing fee, and (iv) it will confirm receipt
of such instructions by its bank during the bank's regular business hours no
later than July 25, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
CMP Media Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Manhasset,
State of New York, on July 24, 1997.
CMP MEDIA INC.
By: /s/ Michael S. Leeds
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Michael S. Leeds
(President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date
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* President, Chief Executive Officer and
-------------------------------- a Director (Principal Executive Officer) July 24, 1997
(Michael S. Leeds)
* Executive Vice President, President of
-------------------------------- International and a Director July 24, 1997
(Daniel H. Leeds)
* Executive Vice President, President of
-------------------------------- Publishing July 24, 1997
(Kenneth D. Cron)
Joseph E. Sichler Vice President and Chief Financial
-------------------------------- Officer (Principal Financial Officer and
(Joseph E. Sichler) Principal Accounting Officer) July 24, 1997
* Director, Co-Chairperson of Board of
-------------------------------- Directors July 24, 1997
(Gerard G. Leeds)
* Director, Co-Chairperson of Board of
-------------------------------- Directors July 24, 1997
(Lilo J. Leeds)
* Director July 24, 1997
--------------------------------
(Richard A. Leeds)
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*POWER OF ATTORNEY
Michael S. Leeds, by signing his name hereto, does sign this document
on behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
By: /s/ Michael S. Leeds
------------------------------------
Michael S. Leeds
(Attorney-in-Fact)
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
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5 Opinion of Dow, Lohnes & Albertson, PLLC (including consent)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dow, Lohnes & Albertson, PLLC (included in their
Opinion filed as Exhibit 5)
24 Powers of Attorney (filed as Exhibit 24 to the Registration
Statement on Form S-1 of the Company (File No. 333-26741)
and incorporated herein by reference)
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Exhibit 5
[DL&A LETTERHEAD]
July 24, 1997
CMP Media Inc.
6000 Community Drive
Manhasset, New York 11030
Ladies and Gentlemen:
We refer to the Registration Statement (the "Initial Registration
Statement") on Form S-1 (File No. 333-26741) filed by CMP Media Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission"), for the purpose of registering under the Securities Act of 1933,
as amended (the "Securities Act"), shares of the Company's Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), to be offered to the
public pursuant to an Underwriting Agreement (the "U.S. Underwriting Agreement")
among the Company and Goldman, Sachs & Co., Lazard Freres & Co. LLC, Bear,
Stearns & Co. Inc. and Furman Selz LLC, as representatives of the U.S.
underwriters, and an Underwriting Agreement (the "International Underwriting
Agreement" and, together with the U.S. Underwriting Agreement, the "Underwriting
Agreements") among the Company and Goldman Sachs International, Lazard Capital
Markets, Bear, Stearns International Limited and Furman Selz LLC, as
representatives of the international underwriters. Capitalized terms used
herein that are not otherwise defined herein shall have the same meaning as in
the U.S. Underwriting Agreement.
The Initial Registration Statement was declared effective by the Commission
on July 24, 1997. The Company has filed, as of the date hereof, a Registration
Statement on Form S-1 pursuant to Rule 462(b) of the Securities Act (the "New
Registration Statement") to register additional shares of Class A Common Stock
to be purchased and sold under the Underwriting Agreements together with the
shares of Class A Common Stock registered pursuant to the Initial Registration
Statement.
In connection with the New Registration Statement, we have acted as counsel
for the Company and have reviewed the Initial Registration Statement. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other
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CMP Media, Inc.
July 24, 1997
Page 2
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for the opinion set forth herein. In our
examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents.
We are members of the Bar of the District of Columbia and do not purport to
be experts on, or generally familiar with, or certified to express legal
conclusions based upon, the laws of any other jurisdiction, other than the
Delaware General Corporation Law and the laws of the United States to the extent
applicable hereto. Accordingly, as to matters of law set forth below, our
opinion is limited to matters of law under the laws of the District of Columbia,
the laws of the United States to the extent applicable hereto and the Delaware
General Corporation Law, and we express no opinion as to conflicts of law rules,
or the laws of any states or jurisdictions other than as specified above.
Based upon the foregoing and subject to the other qualifications stated
herein, we are of the opinion that the shares of Class A Common Stock being
registered by the Company pursuant to the New Registration Statement have been
duly authorized and, when issued and delivered in accordance with the terms of
the Underwriting Agreements, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the New
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the Initial Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours
DOW, LOHNES & ALBERTSON, PLLC
By: /s/ Edward J. O'Connell
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Edward J. O'Connell
Member
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1
of our reports 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
and financial statement schedule of CMP Media Inc. and subsidiaries. We also
consent to the reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
July 24, 1997.
