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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 9, 2000
PENTON MEDIA, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14337 36-2875386
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1100 Superior Avenue, Cleveland, Ohio 44114
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 216/696-7000
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit
Number Exhibit
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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)(filed as Exhibit
4.1 to the Company's Form 8-A on June 12,
2000 and incorporated by reference herein)
99.1 Press release, dated June 9, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PENTON MEDIA, INC.
By: /s/ Joseph G. NeCastro
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Name: Joseph G. NeCastro
Title: Chief Financial Officer
Date: June 12, 2000
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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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)(filed as Exhibit
4.1 to the Company's Form 8-A on June 12, 2000 and
incorporated by reference herein)
99.1 Press release, dated June 9, 2000
4
