<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 1997.
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
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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. DIRECTORS' STOCK COMPENSATION PLAN
(Full title of plan)
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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)
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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
Per Share 35,000 $16.19 $566,650 $172
====================================================================================================================
</TABLE>
* In addition, pursuant to Rule 416 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.
** The maximum offering price per share is calculated pursuant to Rule 457(c)
and (h) using the average high and low prices of the security as of October 28,
1997 as reported in NASDAQ.
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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 for the fiscal year ended December 31, 1996.
(2) The Company's Form 10-Q for the period ended June 30, 1997.
(3) The description of the Company's Class A Common Stock contained
in the Company's most recent Securities Exchange Act of 1934 registration
statement, including any amendment thereto or report filed for the purpose of
updating such description.
(4) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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 "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
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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.
In addition, the CMP Media Inc. Directors' Stock Compensation Plan
(the "Plan") provides for the indemnification of directors who serve on the
Plan's administrative committee and for indemnification of any employee, officer
or director who is allocated or delegated responsibility for administering or
interpreting the Plan against any loss, liability, claim, cost or expense
incurred by or asserted against such employee, officer or director as a result
of any act or omission to act in connection with the Plan, unless arising out of
such employee's, officer's or director's fraud or bad faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
*3.3 Restated Certificate of Incorporation of the Company
*3.4 Amended and Restated Bylaws of the Company
*4.1 Reference is made to Exhibits 3.3 and 3.4
*4.2 Specimen Class A Common Stock certificate
*4.3 1997 Stockholders' Agreement
5 Opinion of Dow, Lohnes & Albertson, PLLC
*10.21 CMP Media Inc. Directors' Stock Compensation Plan
10.24 Amendment Number One to the CMP Media Inc. Directors' Stock
Compensation Plan
23.1 Consent of Coopers & Lybrand
23.2 Consent of Dow, Lohnes & Albertson
(contained in their opinion in Exhibit 5)
</TABLE>
* Incorporated by reference to the corresponding exhibit of the Company's
Registration Statement on Form S-1 (File No. 333-26741)
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
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(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.
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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 Manhasset, New York on the 31 day of October, 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
Registration Statement has been 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, October 31, 1997
- -------------------------------------------------- Chief Executive Officer
Michael S. Leeds and a Director
(Principal Executive Officer)
/s/ Kenneth D. Cron Executive Vice President, October 31, 1997
- -------------------------------------------------- President of Publishing
Kenneth D. Cron and a Director
/s/ Joseph E. Sichler Vice President and October 31, 1997
- -------------------------------------------------- Chief Financial Officer
Joseph E. Sichler (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Gerard G. Leeds Director, Co-Chairperson October 31, 1997
- -------------------------------------------------- of Board of Directors
Gerard G. Leeds
/s/ Lilo J. Leeds Director, Co-Chairperson October 30, 1997
- -------------------------------------------------- of Board of Directors
Lilo J. Leeds
</TABLE>
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<TABLE>
<S> /s/ RICHARD A. LEEDS <C> <C>
- -------------------------------------------------- Director October 31, 1997
Richard A. Leeds
</TABLE>
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Exhibit 5
October 31, 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 35,000
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. Directors' Stock Compensation
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.
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
<PAGE> 2
CMP Media Inc.
October 31, 1997
Page 2
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 and paid for pursuant to the provisions of the Plan, 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 10.24
AMENDMENT NUMBER ONE TO THE
CMP MEDIA INC. DIRECTORS' STOCK COMPENSATION PLAN
Pursuant to the powers of amendment reserved under Section 12.1 of the
CMP Media Inc. Directors' Stock Compensation Plan (the "Plan"), the Board of
Directors of CMP Media Inc. (the "Company"), hereby amends the Plan as follows:
1.
Section 3.1 of the Plan shall be amended by inserting the following
sentence as the last and final sentence thereto:
In the event that the Board of Directors does not designate a
Committee hereunder, the entire Board of Directors shall
constitute the Committee and perform the functions thereof for
the purposes of the Plan.
2.
The effective date of Amendment Number One shall be October 13, 1997.
THE BOARD OF DIRECTORS OF
CMP MEDIA INC.
By: /s/ MICHAEL S. LEEDS
------------------------------
Michael S. Leeds
Title: President, Chief Executive
Officer and a Director
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[Corporate Seal]
ATTEST: /s/ JOSEPH E. SICHLER
----------------------
Joseph E.Sichler
Vice President/CFO
<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
and financial statement schedule of CMP Media Inc. and subsidiaries.
New York, New York /s/ Coopers & Lybrand L.L.P.
October 31, 1997 Coopers & Lybrand L.L.P.
