<PAGE>
As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-36828
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
KEY3MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 7389 95-4799962
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
5700 Wilshire Blvd., Suite 325
Los Angeles, CA 90036
(323) 954-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
Ned S. Goldstein
Executive Vice President and General Counsel
5700 Wilshire Blvd., Suite 325
Los Angeles, CA 90036
(323) 954-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
Duncan C. McCurrach
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Aggregate Aggregate Amount of
Title of Each Class of Offering Price Offering Registration
Securities to be Registered Per Share(1) Price(1)(2) Fee
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value $0.01
per share................... $6.00 $381,000,000 $100,584(3)
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
price at which shares will be sold in the Offering described herein.
(2) Based on the aggregate number of shares of Common Stock to be issued in
the Distribution and sold in the Offering.
(3) Of this amount, $95,040 was paid with the initial filing.
The Registrant hereby amends this Registration Statement on the date or
dates as may be necessary to delay its effective date until the Registrant will
file a further amendment which specifically states that this Registration
Statement will thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement will become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF OFFERING AND DISTRIBUTION
The following is a statement of the estimated expenses to be incurred in
connection with the distribution of the securities registered under this
registration statement:
<TABLE>
<CAPTION>
Amount To
Be Paid
---------
<S> <C>
SEC registration fee.......................................... $
NASD fees and expenses........................................ *
Legal fees and expenses....................................... *
Fees and expenses of qualification under state securities laws
(including legal fees)....................................... *
NYSE listing fees and expenses................................ *
Accounting fees and expenses.................................. *
Printing and engraving fees................................... *
Registrar and transfer agent's fees........................... *
Miscellaneous................................................. *
---------
Total..................................................... $ *
=========
</TABLE>
--------
* To be provided by amendment
ITEM 14. 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 attorneys' fees), judgments, fines and
amounts paid in settlement actually and 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 of 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 bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Section of the
Registrant's bylaws provides for indemnification by the Registrant of any
director or officer (as such term is defined in the bylaws) of the Registrant
who is or was a director of any of its subsidiaries or, at the request of the
Registrant, is or was serving as a director or officer of, or in any other
capacity for, any other enterprise, to the fullest extent permitted by law. The
bylaws also provide that the Registrant shall advance expenses to a director or
officer and, if reimbursement of such expenses is demanded in advance of the
final disposition of the matter with respect to which such demand is being
made, upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that the director
or officer is not entitled to be indemnified by the Registrant. To the extent
authorized from time to time by the board of directors of the Registrant, the
Registrant may provide to any one or more employees of the Registrant, one or
more officers, employees and other agents of any other enterprise, rights of
indemnification and to receive payment or reimbursement of expenses, including
attorneys' fees, that are similar to the rights conferred in the bylaws of the
Registrant on directors and officers of the Registrant or any subsidiary or
other enterprise. The bylaws do not limit the power of the Registrant or its
board of directors to provide other indemnification and expense reimbursement
rights to directors, officers, employees, agents and other persons otherwise
than pursuant to the bylaws. The Registrant intends to enter into agreements
with certain directors, officers and employees are asked to serve in specified
capacities at subsidiaries and other entities.
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
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (2) for acts or omissions not in
II-1
<PAGE>
good faith or which involve intentional misconduct or a knowing violation of
law, (3) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (4) for any transaction from which the director derived an
improper personal benefit. The Registrant's amended and restated certificate of
incorporation provides for such limitation of liability.
Insurance policies are maintained by the Registrant under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of, and certain liabilities which might be imposed as a result of
actions, suits or proceedings to which they are parties by reason of being or
having been such directors or officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
None.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<C> <S>
3.1 Amended and Restated Certificate of Incorporation of Key3Media Group,
Inc.*
3.2 Amended and Restated By-Laws of Key3Media Group, Inc.*
4.1 Specimen of certificate representing Key3Media Group, Inc.'s common
stock, par value $0.01 per share.*
5.1 Opinion of Sullivan & Cromwell.*
10.1 Distribution Agreement, dated , 2000, between Ziff-Davis Inc. and
Key3Media Group, Inc.*
10.2 NETWORLD License and Production Agreement, dated as of December 14,
1998, by and between Novell, Inc. and ZD Events Inc.
10.3 Letter of Intent for JavaOne 1999-2001, dated July 15, 1998, between Sun
Microsystems, Inc. and ZD Events Inc. (now Key3Media Events, Inc.)+
10.4 Credit Agreement*
10.5 Key3Media 2000 Stock Option and Incentive Plan.+
10.6 Employment Agreement, dated as of March 1, 2000, 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, between ZD Events Inc.
(now Key3Media Events, Inc.) and Peter B. Knepper.+
10.9 Employment Agreement, dated as of March 1, 2000, between ZD Events Inc.
(now Key3Media Events, Inc.) and Ned S. Goldstein.+
10.10 Employment Agreement, dated as , 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).
27.1 Financial Data Schedule.*
</TABLE>
--------
*To be provided by amendment.
+Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES
Condensed financial information of Key3Media Group, Inc. and report of
PricewaterhouseCoopers LLP thereon.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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
against the Registrant 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 of 1933 and will be governed by the final
adjudication of such issue.
(b) (1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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) To furnish to the Securities and Exchange Commission, upon
request, a copy of the instruments defining the rights of holders
of the debentures and warrants.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement (No. 333-
36828) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, New York on the 25th day of July, 2000.
Key3Media Group, Inc.
/s/ Peter B. Knepper
By: _________________________________
Name:Peter B. Knepper
Title:Executive Vice President
and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement (No. 333-36828) has been signed by the
following persons in the capacities indicated on the 25th day of July, 2000.
Signature Title
<TABLE>
<S> <C>
/s/ Fredric D. Rosen Chairman of the Board
___________________________________________ and Chief Executive
Fredric D. Rosen Officer
/s/ Peter B. Knepper Executive Vice President
___________________________________________ and Chief Financial and
Peter B. Knepper Accounting Officer
</TABLE>
