As filed with the Securities and Exchange Commission on August 9, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITES EXCHANGE ACT OF 1934
KEY3MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4799962
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5700 WILSHIRE BLVD., SUITE 325 90036
LOS ANGELES, CA (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (323) 954-3000
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
------------------- ------------------------------
VOTING COMMON STOCK, PAR NEW YORK STOCK EXCHANGE
VALUE $.01 PER SHARE
Securities to be registered pursuant to Section 12(g) of the Act: NONE
================================================================================
EXPLANATORY NOTE
This Registration Statement has been prepared on a prospective basis on the
assumption that, among other things, the distribution, the offering and the
related transactions contemplated to occur prior to or contemporaneously with
the distribution will be consummated as contemplated in the Registration
Statement on Form S-1 which forms a part of this Registration Statement. There
can be no assurance, however, that any or all of such transactions will occur or
will occur as so contemplated. Any significant modifications or variations in
the transactions contemplated will be reflected in an amendment or supplement to
this Registration Statement.
<PAGE>
ITEM 1. BUSINESS
The information required by this item is contained under the sections
"Summary," "The Distribution," and "Description of Our Business" of the
Registration Statement on Form S-1 (File No. 333-36828) dated July 14, 2000 (the
"Form S-1") and such sections are incorporated herein by reference.
ITEM 2. FINANCIAL INFORMATION
The information required by this item is contained under the sections
"Summary--Selected Historical Combined Financial Data," "--Summary Unaudited Pro
Forma Combined Financial Data," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Form S-1 and such sections
are incorporated herein by reference.
ITEM 3. PROPERTIES
The information required by this item is contained under the section
"Description of Our Business" of the Form S-1 and such section is incorporated
herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information required by this item is contained under the sections
"Beneficial Ownership of Management" and "Security Ownership of Certain
Beneficial Owners" of the Form S-1 and such sections are incorporated herein by
reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item is contained under the section
"Our Board of Directors and Executive Officers" of the Form S-1 and such
sections are incorporated herein by reference.
ITEM 6. EXECUTIVE COMPENSATION
The information required by this item is contained under the section
"Executive Compensation" of the Form S-1 and such section is incorporated herein
by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained under the section
"Related Party Transactions" of the Form S-1 and such section is incorporated
herein by reference.
-2-
<PAGE>
ITEM 8. LEGAL PROCEEDINGS
The information required by this item is contained in the section
"Description of Our Business" of the Form S-1 and such section is incorporated
herein by reference.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is contained under the sections
"The Distribution," "Beneficial Ownership of Management," "Financing,"
"Executive Compensation--Key3Media 2000 Stock Option and Incentive Plan,"
"Executive Compensation--Grants under the Key3Media 2000 Stock Option and
Incentive Plan" and "Dividend Policies" of the Form S-1 and such sections are
incorporated herein by reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The information required by this item is contained under the section
"Item 15. Recent Sales of Unregistered Securities" in the Form S-1 and such
section is incorporated herein by reference.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is contained under the sections
"Description of Our Capital Stock," "Anti-Takeover Provisions of Our Certificate
of Incorporation, Bylaws and Delaware Law" of the Form S-1 and such sections are
incorporated herein by reference.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required by this item is contained under the section
"Item 14 Limitations on Liability and Indemnification of Officers and Directors"
of the Form S-1 and such section is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained under the section
"Historical Financial Statements" on pages F-1 to F-24 of the Form S-1 and under
the section "Unaudited Pro Forma Combined Statement of Operations and Balance
Sheet" and the notes thereto in the Form S-1 and such sections are incorporated
herein by reference.
ITEM 14. CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
-3-
<PAGE>
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Report of Independent Accountants ZD Events Inc.
Combined Balance Sheets as of December 31, 1998, December 31,
1999 and March 31, 2000 (unaudited).
Combined Statements of Operations for the years ended December
31, 1997, 1998 and 1999 and the quarters ended March 31, 1999 and
2000 (unaudited).
Statements of Cash Flows for the years ended December 31, 1997,
1998 and 1999 and the quarters ended March 31, 1999 and 2000
(unaudited).
Combined Statements of Changes in Division Equity for the years
ended December 31, 1997, 1998 and 1999 and the quarter ended
March 31, 2000 (unaudited).
Notes to Combined Financial Statements.
(b) Exhibits*
3.1 Amended and Restated Certificate of Incorporation of
Key3Media Group, Inc.
3.2 Amended and Restated By-Laws of Key3Media Group, Inc.
4.2 Credit Agreement
5.1 Opinion of Sullivan & Cromwell
10.1 Distribution Agreement, among Ziff-Davis Inc., Key3Media
Group, Inc. and Key3Media Events, Inc.
10.2 NETWORLD License and Production Agreement, dated as of
December 14, 1998, by and between Novell, Inc. and ZD
Events Inc. (which was renamed Key3Media Events Inc.)
10.3 Letter of Intent for JavaOne 1999-2001, dated July 15,
1998, between Sun Microsystems, Inc. and ZD Events Inc.
10.5 Key3Media 2000 Stock Option and Incentive Plan.
10.6 Employment Agreement, dated as of March 1, 2000, as
amended, between Ziff-Davis Inc. and Fredric D. Rosen.
10.7 Employment Agreement, dated as of March 3, 2000, between
ZD Events Inc. (now Key3Media Events, Inc.), Ziff-Davis
Inc. and Jason E. Chudnofsky.
10.8 Employment Agreement, dated as of March 1, 2000, as
amended, between ZD Events Inc. (now Key3Media Events,
Inc.) and Peter B. Knepper.
10.9 Employment Agreement dated as of March 1, 2000, as
amended, between ZD Events Inc. (now Key3Media Events,
Inc.) and Ned S. Goldstein.
10.10 Employment Agreement, dated as of July , 2000, between
Key3Media Events, Inc. and Robert Priest-Heck.
21.1 List of Subsidiaries of Key3Media Group, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Sullivan & Cromwell (included in Exhibit 5.1)
23.3 Consents of persons to become directors
------------------
* Exhibits are attached to the Registrant's Registration Statement on Form
S-1 (File No. 333-36828) dated July 14, 2000 and such exhibits are
incorporated herein by reference.
-4-
<PAGE>
SIGNATURES
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, thereunto duly authorized.
KEY3MEDIA GROUP, INC.
Date: August 9 , 2000 By: /s/ Peter B. Knepper
--------------------
Peter B. Knepper
Executive Vice President and Chief
Financial Officer
-5-
