<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PENTON MEDIA, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2875386
--------------------------------------------------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1100 Superior Avenue, Cleveland, Ohio 44114
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section 12(g)
12(b) of the Exchange Act and is effective of the Exchange Act and is effective
upon filing pursuant to General pursuant to General Instruction A.(d),
Instruction A.(c), please check the please check the following box. |_|
following box. |X|
</TABLE>
Securities Act Registration Statement file number to which this form relates:
-----------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered Name of Each Exchange on Which Each
--------------------------------------- Class is to be Registered
-------------------------
Rights To Purchase Series A Junior The New York Stock Exchange
----------------------------------------- ------------------------------------
Participating Preferred Stock
----------------------------------------- ------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
--------------------------------------------------------
On June 9, 2000, the Board of Directors of Penton Media, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
share of Common Stock, par value $0.01 per share (the "Common Shares") of the
Company outstanding at the close of business on June 27, 2000 (the "Record
Date"), pursuant to the terms of a Rights Agreement, dated as of June 9, 2000
(the "Rights Agreement"), between the Company and Harris Trust and Savings Bank,
as Rights Agent. The Rights Agreement also provides, subject to specified
exceptions and limitations, that Common Shares issued or delivered from the
Company's treasury after the Record Date will be entitled to and accompanied by
Rights. The Rights are in all respects subject to and governed by the provisions
of the Rights Agreement, a copy of which (including all exhibits thereto) is
filed as Exhibit 4.1 hereto and incorporated herein by this reference. A summary
description of the Rights is set forth in Exhibit C to the Rights Agreement.
ITEM 2. EXHIBITS.
--------
Exhibit
Number Exhibit
------ -------
4.1 Rights Agreement (including a Form of
Certificate of Designation of Series A
Junior Participating Preferred Stock as
Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto and a
Summary of Rights to Purchase Preferred
Stock as Exhibit C thereto)
99.1 Press release, dated June 9, 2000
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PENTON MEDIA, INC.
By: /s/ Joseph G. NeCastro
-----------------------
Name: Joseph G. NeCastro
Title: Chief Financial Officer
Date: June 12, 2000
3
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------ -------
4.1 Rights Agreement (including a Form of Certificate of
Designation of Series A Junior Participating Preferred
Stock as Exhibit A thereto, a Form of Right Certificate
as Exhibit B thereto and a Summary of Rights to Purchase
Preferred Stock as Exhibit C thereto)
99.1 Press release, dated June 9, 2000
4
