<PAGE>
As filed with the Securities and Exchange Commission on August 26, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PENTON MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-2875386
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1100 Superior Avenue, Cleveland, Ohio 44114
(Address of Principal Executive Offices Including Zip Code)
MANAGEMENT STOCK PURCHASE PLAN
(Full Title of the Plan)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
(Name and Address of Agent For Service)
Telephone: (216) 696-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
==================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 250,000 $15.125 $3,781,250 $1,051.19
$0.01 par value
per share
==================================================================================================
</TABLE>
================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Penton Media,
Inc. Management Stock Purchase Plan (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of the
high and low sale prices of such common stock, par value $.01 per share, of
the Registrant (the "Common Stock") on the New York Stock Exchange on
August 20, 1999, within five business days prior to filing.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These 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
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Penton Media, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(b) the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999 and the Registrant's
Current Reports on Form 8-K, as filed with the Commission on:
February 8, 1999, April 20, 1999, May 19, 1999, June 11, 1999 and
August 10, 1999; and
(c) the description of the Common Stock of the Registrant contained
in the Registration Statement on Form 8-A/A, as filed with the
Commission on March 30, 1999, pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") for purposes of registering such
securities thereunder, as such Registration Statement may have
been and may be amended from time to time.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
contains provisions permitting (and, in some situations, requiring) Delaware
corporations such as the Registrant to provide indemnification to their officers
and directors for losses and litigation expense incurred in connection with,
among other things, their service to the corporation in those capacities. The
Certificate of Incorporation contains provisions requiring indemnification by
the Registrant of its directors, officers and employees to the fullest extent
permitted by law. Among other things, these provisions provide that the
Registrant is required to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
<PAGE>
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action by or in the right of the Registrant) (a "Proceeding") by
reason of the fact that he is or was a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to any employee benefit plan)
against expenses (including attorneys' fees), judgments, fines, excise taxes
under the Employee Retirement Income Security Act of 1974, as amended, penalties
and amounts paid in settlement actually and reasonably incurred by him in
connection with such Proceeding to the fullest extent permitted by the DGCL, as
the same exists or may be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Registrant to provide broader
indemnification rights than such law permitted the Registrant to provide prior
to such amendment). These provisions also provide for the advance payment of
fees and expenses reasonably incurred by the director, officer or employee in
defense of any such Proceeding, subject to reimbursement by the director,
officer or employee if it is ultimately determined that such director, officer
or employee is not entitled to be indemnified by the Registrant. The Registrant
has entered into agreements with its directors providing contractually for
indemnification consistent with the Certificate of Incorporation and Bylaws. In
addition, the Certificate of Incorporation authorizes the Registrant to purchase
insurance for its directors, officers and employees insuring them against
certain risks as to which the Registrant may be unable lawfully to indemnify
them. The Registrant has obtained this insurance coverage for its directors,
officers and employees as well as insurance coverage to reimburse the Registrant
for potential costs of its corporate indemnification of directors, officers and
employees.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement No. 333-
56877 on Form S-1, dated August 5, 1998, and incorporated herein
by reference).
4.2 Amended and Restated By-laws of the Registrant (filed as Exhibit
3.2 to the Registrant's Registration Statement No. 333-56877 on
Form S-1, dated August 5, 1998, and incorporated herein by
reference).
4.3 Penton Media, Inc. Management Stock Purchase Plan.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
Consolidated Financial Statements of Penton Media, Inc.
24 Power 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
<PAGE>
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 in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.
(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 in 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
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 of whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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 Cleveland, State of Ohio, on August 26, 1999.
PENTON MEDIA, INC.
By: /s/ Preston L. Vice
-------------------------------------
Name: Preston L. Vice
Title: Senior Vice President
<PAGE>
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 indicated as of the 25th day of August, 1999.
Signature Title
--------- -----
* Chief Executive Officer and Director
- ------------------------------------- (Principal Executive Officer)
Thomas L. Kemp
* Chief Financial Officer
- ------------------------------------- (Principal Financial Officer)
Joseph NeCastro
* Vice President/Controller
- ------------------------------------- (Controller or Principal Accounting
Charles T. Griesemer Officer)
* Director
- -------------------------------------
William C. Donohue
* Director
- -------------------------------------
Anthony Downs
* Director
- -------------------------------------
William J. Friend
* Director
- -------------------------------------
Joan W. Harris
* Director
- -------------------------------------
King Harris
* Director
- -------------------------------------
John J. Meehan
* Director
- -------------------------------------
Daniel J. Ramella
* Director
- -------------------------------------
Edward J. Schwartz
* Director
- -------------------------------------
Don E. Schultz
* Director
- -------------------------------------
Richard B. Swank
* Director
- -------------------------------------
R. Douglas Greene
*This Registration Statement has been signed on behalf of the above
officers and directors by Preston L. Vice, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this Registration Statement.
DATED: August 26, 1999 By: /s/ Preston L. Vice
--------------------------------
Preston L. Vice
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Registration
Statement No. 333-56877 on Form S-1, dated August 5, 1998,
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement No.
333-56877 on Form S-1, dated August 5, 1998, and
incorporated herein by reference).
4.3 Penton Media, Inc. Management Stock Purchase Plan.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
Consolidated Financial Statements of Penton Media, Inc.
24 Power of Attorney.
<PAGE>
Exhibit 4.3
PENTON MEDIA, INC.
MANAGEMENT STOCK PURCHASE PLAN
ARTICLE I
Purpose of the Plan
The purpose of the Penton Media, Inc. Management Stock Purchase Plan
(the "Plan") is to provide a means for designated officers and other key
employees of Penton Media, Inc. (the "Company") and its Subsidiaries to acquire
a proprietary interest (or increase an existing interest) in the Company.
Participants in the Plan may elect to receive restricted stock units ("RSUs") in
lieu of a designated portion of up to one hundred percent (100%) of their annual
incentive bonus ("Bonus") under the Penton Media, Inc. Annual Bonus Plan or
other similar arrangement (the "Bonus Plan"). Each RSU represents the right to
receive one share of the common stock, par value $.01 of the Company (the
"Common Stock") upon the terms and conditions stated herein. RSUs are granted at
a discount of 20% of the Fair Market Value (as defined in Section 4.2 of the
Plan) on the date the RSUs are awarded. So long as the participant remains
employed by Company for at least two years after the date of grant or until the
occurrence of certain specified events, his or her RSUs will be settled in
shares of Common Stock after a period of deferral selected by the participant,
or upon termination of employment, if earlier.
ARTICLE II
Administration
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"). The
Committee shall have complete discretion and authority with respect to the Plan
and its application, except as expressly limited herein. Determinations by the
Committee shall be final and binding on all parties with respect to all matters
relating to the Plan.
ARTICLE III
Eligibility
Officers and other key employees of the Company and its Subsidiaries
as designated by the Committee shall be eligible to participate in the Plan. For
all purposes of the Plan, the term "Subsidiary" means any corporation or other
legal entity in which the Company owns, directly or indirectly, an equity
interest.
ARTICLE IV
Participation
4.1 Generally. Participation in the Plan shall be based on the award
of RSUs. Each RSU awarded to a participant shall be credited to a bookkeeping
account established and maintained for that participant.
4.2 Price of RSUs. The "Price" of each RSU shall be equal to eighty
percent (80%) of the Fair Market Value on the date the RSU is awarded. For all
purposes of the Plan, the "Fair Market Value" on any given date shall mean the
average of the high and low sales price of a share of Common Stock on the New
York Stock Exchange or other public exchange on which the Common Stock is traded
on such date or, if the Common Stock is not publicly traded on such date, the
value of the Common Stock as determined by the Committee.
<PAGE>
4.3 Election to Participate. No later than December 31 of any year,
each participant may elect to receive RSUs in lieu of all or a specified part of
his or her Bonus that may become payable to him or her for performance in the
following year under the Bonus Plan that in the absence of such election would
be payable in the second following year; provided, however, that, with respect
to any Bonus payable in 2000, a participant may make an election on or prior to
September 10, 1999. Such election shall be made on an election form specified by
the Committee (an "Election Form") and filed with the Committee. An Election
Form that is timely delivered shall be effective for the Bonus earned in the
succeeding calendar year (or, with respect to any Bonus payable in 2000, earned
in 1999). Such election may be expressed as a specified percentage (up to one
hundred percent (100%)) of the participant's actual Bonus amount or a specified
dollar amount (up to one hundred percent (100%)) of the participant's Bonus. Any
percentage amount specified must be at least 10% of the Bonus otherwise payable.
Any dollar amount specified must be at least $5,000. Amounts specified are
entirely contingent on the amount of Bonus actually awarded.
4.4 Deferral Period. Each Election Form shall specify a deferral
period for the RSUs to which it pertains (the "Deferral Period"). The Deferral
Period shall be expressed as a number of whole years, not less than two,
beginning on the award date. Subject to the approval of the Company as described
below in this Section, a participant may make a subsequent election requesting a
change in the Deferral Period (subject to the limitations set forth in this
Section). Such subsequent election shall be on a form provided by the Company,
which form must be filed with the Company (a) at a time at which the participant
is an employee of the Company or a Subsidiary and (b), except as described below
in the sentence that immediately follows, at least one (1) year prior to the
date on which the participant otherwise would be entitled to receive shares of
Common Stock. The one (1) year notice requirement described above, however, does
not apply in the case where the participant otherwise would be entitled to
receive shares of Common Stock following an involuntary termination of the
participant's employment, including by reason of death or permanent disability.
4.5 Awards. Once each year, on the date that Bonuses are paid or
would otherwise be paid, the Company shall award RSUs to each participant as
follows: Each participant's account shall be credited with a whole number of
RSUs determined by dividing the amount (expressed in dollars) that is determined
under his or her Election Form by the Price of each RSU awarded on such date. No
fractional RSU will be credited and the amount equivalent in value to the
fractional RSU will be paid out to the participant currently in cash.
ARTICLE V
Vesting and Settlement
5.1 Normal Vesting. A participant shall be fully vested in each RSU
on the second anniversary of the date of award of the RSU.
5.2 Accelerated Vesting. Notwithstanding Section 5.1 of the Plan, a
participant's RSUs shall immediately become completely vested upon the
participant's death or permanent disability or upon a Change of Control (as
defined in Section 5.5 of the Plan).
5.3 Settlement After Vesting. With respect to each vested RSU, the
Company shall issue to the participant one share of Common Stock as soon as
practicable after the end of the Deferral Period specified in the participant's
Election Form pertaining to such RSU, or, if earlier, (a) upon the participant's
termination of employment in accordance with the provisions of Section 5.4 of
the Plan, or (b) the termination of the Plan.
5.4 Settlement Prior to Vesting.
(a) If a participant voluntarily terminates his or her
employment with the Company, or the participant is terminated for
Cause (as defined in Subsection 5.4(d) of the Plan), the participant's
nonvested RSUs shall be canceled and he or she shall receive
<PAGE>
a cash payment equal to the lesser of (i) the Price of such RSUs or
(ii) an amount equal to the number of such RSUs multiplied by the Fair
Market Value on the date of the participant's termination of
employment.
(b) If a participant's employment is terminated by the Company
for any reason other than Cause, the participant's nonvested RSUs
shall be canceled and he or she shall receive payment as follows: The
number of nonvested RSUs awarded with respect to each award date shall
be multiplied by a fraction that is equal to the number of full months
that the participant was employed by the Company after each such award
date divided by twenty-four (24) and the participant shall receive the
resulting number of such RSUs in shares of Common Stock (with any
fractional shares resulting from such calculation being settled in
cash). With respect to the participant's remaining nonvested RSUs, the
participant shall receive cash in an amount equal to the lesser of (a)
the Price of such RSUs or (b) an amount equal to the number of such
RSUs multiplied by the Fair Market Value on the date of the
participant's termination of employment.
(c) The Committee shall have complete discretion to determine
the circumstances of a participant's termination of employment,
including whether the same results from voluntary termination,
permanent disability, termination for Cause, or termination by the
Company for any reason other than Cause. The Committee's determination
shall be final and binding on all parties and not subject to review or
challenge by any participant or other person.
(d) For purposes of the Plan, "Cause" shall mean:
(i) the commission by the participant of a felony or a crime
involving moral turpitude;
(ii) the commission by the participant of a fraud;
(iii) the commission by the participant of any act involving
dishonesty or disloyalty with respect to the Company or any
of its Subsidiaries or affiliates that harms or damages any
of them to any extent;
(iv) conduct by the participant that brings the Company or any of
its Subsidiaries or affiliates into substantial public
disgrace or disrepute; or
(v) gross negligence or willful misconduct by the participant
with respect to the Company or any of its Subsidiaries or
affiliates.
5.5 Change of Control. For purposes of the Plan, "Change of Control"
shall mean the occurrence of any of the following events:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 40% or more of either: (i) the then-
outstanding shares of Common Stock or (ii) the combined voting power
of the then-outstanding voting securities of the Company entitled to
vote generally in the election of directors ("Voting Stock");
provided, however, that for purposes of this Subsection 5.4(a), the
-------- -------
following acquisitions shall not constitute a Change of Control: (A)
any acquisition directly from the Company, (B) any acquisition by the
Company, a Subsidiary or the Harris Group (as defined in Section 5.6
of the Plan), (C) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
Subsidiary, or (D) any acquisition by any Person pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of
Subsection 5.5(c); or
<PAGE>
(b) Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason (other than death or
permanent disability) to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent
-------- -------
to the date hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without
objection to such nomination) shall be considered as though such
individual were a member of the Incumbent Board, but excluding for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest (within
the meaning of Rule 14a-11 of the Exchange Act) with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(c) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Common Stock and Voting Stock immediately prior
to such Business Combination beneficially own, directly or indirectly,
more than a majority of, respectively, the then-outstanding shares of
common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such
Business Combination (including, without limitation, an entity which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through
one or more Subsidiaries) in substantially the same proportions
relative to each other as their ownership, immediately prior to such
Business Combination, of the Common Stock and Voting Stock of the
Company, as the case may be, (ii) no Person (excluding any entity
resulting from such Business Combination, the Harris Group or any
employee benefit plan (or related trust) sponsored or maintained by
the Company, a Subsidiary or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 40% or more
of, respectively, the then-outstanding shares of common stock of the
entity resulting from such Business Combination, or the combined
voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
5.6 Harris Group. For purposes of Section 5.5 of the Plan, the
"Harris Group" shall mean Messrs. Irving B. Harris, Neison Harris, King Harris,
William W. Harris and June H. Barrows, and their respective spouses, descendants
and spouses of descendants, trustees of trusts established for the benefit of
such persons (acting in their capacity as trustees of such trusts), and
executors of estates of such persons (acting in their capacity as executors of
such estates), and each entity of which any of the foregoing owns (a) more than
fifty percent (50%) of the voting stock or other voting interests and (b) stock
or other interests representing more than fifty percent (50%) of the total value
of the stock or other interests of such entity.
<PAGE>
ARTICLE VI
Dividend Equivalent Amounts
Whenever dividends (other than dividends payable only in shares of
stock) are paid with respect to Common Stock, each participant shall be paid an
amount in cash equal to the number of his or her vested RSUs multiplied by the
dividend value per share. In addition, each participant's account shall be
credited with an amount equal to the number of such participant's nonvested RSUs
multiplied by the dividend value per share. Amounts credited with respect to
each nonvested RSU shall be paid, without interest, on the earlier of the date
the participant becomes vested in such RSU, or when the participant receives
payment for his or her nonvested RSUs pursuant to Section 5.4 of the Plan.
ARTICLE VII
Designation of Beneficiary
Upon the death of a participant, his or her account shall be paid to
the beneficiary or beneficiaries designated by him or her. If there is no
designated beneficiary, or no designated beneficiary surviving at a
participant's death, payment of a participant's account shall be made to his or
her estate. Beneficiary designations shall be made in writing. A participant may
designate a new beneficiary or beneficiaries at any time by notifying the
Committee.
ARTICLE VIII
Shares Available Under the Plan
The aggregate maximum number of shares of Common Stock reserved and
available for issuance under the Plan shall be 250,000 shares of Common Stock.
For purposes of this limitation, the shares of Common Stock underlying any RSUs
that are canceled shall be added back to the shares of Common Stock available
for issuance under the Plan. Such shares may be shares of original issuance or
treasury shares or a combination of the foregoing.
ARTICLE IX
Adjustments
The Committee may make or provide for such adjustments in the numbers
of shares of Common Stock covered by outstanding RSUs granted hereunder, in the
Price of each RSU, and in the kind of shares covered thereby, as the Committee,
in its sole discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of participants that
otherwise would result from (a) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, or (b) any merger, consolidation, spin-off, split-off, spin-out, split-
up, reorganization, partial or complete liquidation or other distribution of
assets, issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding awards under
the Plan such alternative consideration as it, in good faith, may determine to
be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced. The Committee may also make or provide for
such adjustments in the numbers of shares specified in Article VIII of the Plan
as the Committee in its sole discretion, exercised in good faith, may determine
is appropriate to reflect any transaction or event described in this Article IX.
<PAGE>
ARTICLE X
Amendment or Termination of the Plan
The Company reserves the right to amend or terminate the Plan at any
time, by action of its Board, provided that no such action shall adversely
affect a participant's rights under the Plan with respect to RSUs awarded before
the date of such action.
ARTICLE XI
Miscellaneous Provisions
11.1 Taxes. To the extent that the Company is required to withhold
Federal, state or local taxes in connection with any component of a
participant's compensation in cash or shares of Common Stock, and the amounts
available to the Company for such withholding are insufficient, it shall be a
condition to the receipt of any shares of Common Stock that the participant make
arrangements satisfactory to the Company for the payment of the balance of such
taxes required to be withheld, which arrangement may include relinquishment of
the shares of Common Stock. The Company and a participant may also make similar
arrangements with respect to payment of any other taxes derived from or related
to the payment of shares of Common Stock with the respect to which withholding
is not required.
11.2 Hardship Distributions. Prior to the time a participant's
account becomes payable, the Committee, in its sole discretion, may elect to
distribute all or a portion of any vested RSUs in the participant's account in
the event such participant requests a distribution on account of severe
financial hardship. For purposes of this Plan, severe financial hardship shall
be deemed to exist in the event the Committee determines that a participant
needs a distribution to meet immediate and heavy financial needs resulting from
a sudden or unexpected illness or accident of the participant or a member of his
or her family, loss of the participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the participant. A distribution based on financial
hardship shall not exceed the amount required to meet the immediate financial
need created by the hardship.
11.3 Assignment. No right or interest of any participant (or any
person claiming through or under such participant, other than the surviving
spouse of such participant after the participant is deceased) in any benefit or
payment herefrom shall be assignable or transferable in any manner or be subject
to alienation, anticipation, sale, pledge, encumbrance or other legal process or
in any manner be liable for or subject to the debts or liabilities of such
participant. If any participant or any such person (other than the surviving
spouse of such participant after the participant is deceased) shall attempt to
or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise
encumber his or her benefits hereunder or any part thereof, or if by reason of
his or her bankruptcy or other event happening at any time such benefits would
devolve upon anyone else or would not be enjoyed by him or her, then the
Committee, in its discretion, may terminate his or her interest in any such
benefit to the extent the Committee considers necessary or advisable to prevent
or limit the effects of such occurrence. Termination shall be effected by filing
a written "termination declaration" with the Committee records and making
reasonable efforts to deliver a copy to such participant or other person or his
or her legal representative.
As long as any individual whose interests hereunder are subject to a
termination declaration is alive, any benefits affected by the termination shall
be retained by the Company and, in the Committee's sole and absolute judgment,
may be paid to or expended for the benefit of such individual, his or her
spouse, hi s or her children or any other person or persons in fact dependent
upon him or her in such a manner as the Committee shall deem proper. Upon the
death of any individual, all benefits withheld from him or her and not paid to
others in accordance with the preceding sentence shall be distributed to such
individual's estate or to his or her creditors and if such individual shall have
<PAGE>
descendants, including adopted children, then living, distribution shall be made
to such individual's then living descendants, including adopted children, per
stirpes.
11.4 Unfunded and Unsecured. The Plan shall at all times be entirely
unfunded, and no provision shall at any time be made with respect to segregating
assets of the Company (including Common Stock) for payment of any amounts or
issuance of any shares of Common Stock hereunder. No participant or other person
shall have any interest in any particular assets of the Company (including
Common Stock) by reason of the right to receive payment under the Plan, and any
participant or other person shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan.
11.5 Governing Law. The terms of the Plan shall be governed
construed, administered and regulated in accordance with the laws of the State
of Ohio.
11.6 Effective Date. The Plan shall become effective as of August 26,
1999.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999 relating to the
consolidated financial statements and financial statement schedule of Penton
Media, Inc. and its Subsidiaries as of December 31, 1997 and 1998 and for the
three years in the period ended December 31, 1998, which appears in the Penton
Media, Inc. and Subsidiaries' Annual Report on Form 10-K (File No. 001-14337).
PricewaterhouseCoopers
Cleveland, Ohio
August 26, 1999
<PAGE>
EXHIBIT 24
PENTON MEDIA, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
- --------------------------------------------------------------------------------
The undersigned officer and/or director of Penton Media, Inc., a
Delaware corporation (the "Registrant"), does hereby make, constitute and
appoint each of Thomas L. Kemp, Daniel J. Ramella and Preston L. Vice, with full
power of substitution and resubstitution, as attorney of the undersigned, to
execute and file (i) a Registration Statement on Form S-8 (the "Form S-8
Registration Statement") with respect to the registration under the Securities
Act, of shares of Common Stock of the Registrant issuable in connection with the
Registrant's Management Stock Purchase Plan, (ii) any and all amendments,
including post-effective amendments, and exhibits to the Form S-8 Registration
Statement and (iii) any and all applications or other documents to be filed with
the Securities and Exchange Commission or any state securities commission or
other regulatory authority with respect to the securities covered by the Form S-
8 Registration Statement, with full power and authority to do and perform any
and all acts and things whatsoever necessary, appropriate or desirable to be
done in the premises, or in the name, place and stead of the said director
and/or officer, hereby ratifying and approving the acts of said attorneys and
any of them and any such substitute.
IN WITNESS WHEREOF, the undersigned have subscribed these presents as
of the 25th day of August, 1999.
Signature Title
--------- -----
/s/ Thomas L. Kemp Chief Executive Officer and Director
-------------------------------
Thomas L. Kemp (Principal Executive Officer)
/s/ Joseph NeCastro Chief Financial Officer
-------------------------------
Joseph NeCastro (Principal Financial Officer)
/s/ Charles T. Griesemer Vice President/Controller
-------------------------------
Charles T. Griesemer (Controller or Principal Accounting
Officer)
/s/ William C. Donohue Director
-------------------------------
William C. Donohue
/s/ Anthony Downs Director
-------------------------------
Anthony Downs
/s/ William J. Friend Director
-------------------------------
William J. Friend
/s/ Joan W. Harris Director
-------------------------------
Joan W. Harris
/s/ King Harris Director
-------------------------------
King Harris
/s/ John J. Meehan Director
-------------------------------
John J. Meehan
/s/ Daniel J. Ramella Director
-------------------------------
Daniel J. Ramella
/s/ Edward J. Schwartz Director
-------------------------------
Edward J. Schwartz
/s/ Don E. Schultz Director
-------------------------------
Don E. Schultz
/s/ Richard B. Swank Director
-------------------------------
Richard B. Swank
/s/ R. Douglas Greene Director
-------------------------------
R. Douglas Greene
