AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 2000
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
KEY3MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
95-4799962
(I.R.S. Employer Identification Number)
5700 WILSHIRE BLVD., SUITE 325, LOS ANGELES, CALIFORNIA 90036
(Address of Principal Executive Offices, Zip Code)
KEY3MEDIA GROUP, INC. 2000 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
NED S. GOLDSTEIN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
5700 WILSHIRE BLVD., SUITE 325
LOS ANGELES, CALIFORNIA 90036
(Name and Address of Agent for Service)
(323) 954-3000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
============================================= =============== =============== =============== ================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE FEE
--------------------------------------------- --------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
KEY3MEDIA GROUP, INC. - KME COMMON STOCK, 23,933,333 $7.33 $175,431,331 $46,314
PAR VALUE $.01 PER SHARE ("KME STOCK")
============================================= =============== =============== =============== ================
<FN>
(1) Pursuant to 457(h), the maximum offering price per share and the maximum
aggregate offering price are based on the per share exercise price of the
stock options.
</FN>
</TABLE>
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted Pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Key3Media Group Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in this
registration statement.
1. The Company's Registration Statement on Form 10-12B (File No.
001-16061).
2. All documents subsequently filed by the Company 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 shares of KME Stock offered
hereby have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
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 provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and
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reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings, in which such person is made a party by
reason of such person being or having been a director, officer, employee or
agent to the registrant. The statute provides that it is not exclusive of other
rights to which those seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise. Section
6.4 of the Company's By-laws provides for indemnification by the Company of its
directors, officers and employees to the fullest extent permitted by Delaware
General Corporation Law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(d) for any transaction from which the director derived an improper personal
benefit. The Company's Amended and Restated Certificate of Incorporation
provides for such limitation of liability. The directors and officers of the
Company are also insured under policies of insurance maintained by the Company,
subject to the limits of such policies, against certain losses arising from any
claim made against them by reason of being or having been such officers or
directors. In addition to the protection available under our restated charter,
by-laws and insurance policies, we have entered into agreements with our outside
directors to indemnify them to the fullest extent permitted by law against
losses arising from any claim against them by reason of being or having been a
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
Exhibit
No. Description
------- ------------
4.1 Credit Agreement (incorporated herein by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-1, File No.
333-36828).
4.2 Key3Media Group, Inc. 2000 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1, File No.
333-36828).
5.1 Opinion of Sullivan & Cromwell as to the validity of KME Stock
issued under the Plan.
23.1 Consent of Sullivan & Cromwell (contained in Exhibit 5.1 attached
hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
ITEM 9. REQUIRED 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 of 1933 (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 amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
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by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this 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
(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 Commission such indemnification is
against public policy as expressed in the Securities 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, 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 New York, New York on the 23rd day of August 2000.
KEY3MEDIA GROUP, INC.
By /s/ FREDRIC D. ROSEN
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Fredric D. Rosen
Chairman, Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Fredric D.
Rosen, Peter B. Knepper and Ned S. Goldstein, and each of them severally,
his/her true and lawful attorney-in-fact or attorneys-in-fact with power of
substitution and resubstitution to sign in his/her name, place and stead in any
and all such capacities the Registration Statement, any and all amendments
thereto and any and all registration statements necessary to register additional
securities or register a reoffer prospectus and any documents in connection
therewith, and to file the same with the Commission, each of said
attorneys-in-fact to have power to act with or without the other, and to have
full power and authority to do and perform, in the name and on behalf of each
such officer and director of the Registrant who shall have executed such power
of attorney, every act whatsoever which such attorneys-in-fact, or any of them,
may deem necessary or desirable to be done in connection therewith as fully and
to all intents and purposes as such officer or director of the registrant might
or could do in person.
Pursuant to the requirements of the Securities Act, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities indicated on August 23, 2000.
Name Title
/s/ FREDRIC D. ROSEN Chairman, Chief Executive Officer, Director
--------------------------------
Fredric D. Rosen (Principal Executive Officer)
/s/ PETER B. KNEPPER Chief Financial and Accounting Officer
--------------------------------
Peter B. Knepper (Principal Financial and Accounting Officer)
Director
--------------------------------
Jason E. Chudnofsky
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Name Title
/s/ EDWARD A. BENNETT Director
--------------------------------
Edward A. Bennett
Director
--------------------------------
Pamela C. Alexander
/s/ GIAN ANDREA BOTTA Director
--------------------------------
Gian Andrea Botta
/s/ ERIC HIPPEAU Director
--------------------------------
Eric Hippeau
/s/ RONALD D. FISHER Director
--------------------------------
Ronald D. Fisher
/s/ JAMES F. MOORE Director
--------------------------------
James F. Moore
/s/ JOHN A. PRITZKER Director
--------------------------------
John A. Pritzker
/s/ MICHAEL B. SOLOMON Director
--------------------------------
Michael B. Solomon
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EXHIBIT INDEX
Exhibit
No. Description
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4.1 Credit Agreement (incorporated herein by reference to Exhibit 4.2
to the Company's Registration Statement on Form S-1, File No.
333-36828).
4.2 Key3Media Group, Inc. 2000 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1, File No.
333-36828).
5.1 Opinion of Sullivan & Cromwell as to the validity of KME Stock
issued under the Plan.
23.1 Consent of Sullivan & Cromwell (contained in Exhibit 5.1 attached
hereto).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
