Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIMEDIA INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3647573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Fifth Avenue
New York, New York 10151
(Address of principal executive offices) (Zip Code)
PRIMEDIA EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
BEVERLY C. CHELL, ESQ.
PRIMEDIA INC.
745 FIFTH AVENUE
NEW YORK, NEW YORK 10151
(Name and address of agent for service)
(212) 745-0100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================== ============== ================== ================== =================
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price Fee
--------------------- -------------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock, par 5,000,000(1) $10.32(2) $51,600,000 $13,622.40
value $.01 per share
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate
number of interests to be offered or sold pursuant to the Primedia Employee
Stock Purchase Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low prices for the Registrant's Common Stock reported on
the New York Stock Exchange on December 13, 2000.
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</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference
into this Registration Statement: (i) the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 (File No. 1-11106);
(ii) the Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30, 2000 (File
No. 1-1106); (iii) the Registrant's Current Reports on Form 8-K filed with
the Commission on April 14, 2000, May 15, 2000, October 30, 2000 and
November 13, 2000; and (iv) the description of the Registrant's Common
Stock contained in the Registrant's Registration Statement on Form S-1
(file No. 33-96516), as the same may be amended, filed under its former
name K-III Communications Corporation.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all securities offered by this Registration Statement have been sold
or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement.
Each document incorporated by reference into this Registration Statement
shall be deemed to be a part of this Registration Statement from the date
of filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration
Statement or by any document which constitutes part of the prospectus
relating to the PRIMEDIA Employee Stock Purchase Plan meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Beverly C. Chell, Esq., Vice Chairman and Secretary of the Registrant,
is a participant in the PRIMEDIA Employee Stock Purchase Plan, holds
408,873 shares of the Registrant's Common Stock and holds presently
exercisable options to purchase up to 1,697,484 shares of the Registrant's
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware Corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporate Law (the "DGCL") which enables
a corporation in its original certification or an amendment thereto to
eliminate or limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchase or redemptions) or (iv) for any transaction from
which a director derived an improper personal benefit.
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Reference is also made to Section 145 of the DGCL, which provides that
a corporation may indemnify any persons, including officers and directors,
who are, or are threatened to be made, parties to any threatened, pending
or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of such corporation), by reason of the fact that such person was an
officer, employee or agent of such corporation or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorney's fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided such officer, director,
employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interest and,
for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director actually and reasonably incurred.
Article 8 of the Certificate of Incorporation of the Registrant
provides that except as provided under the DGCL, directors of the
Registrant shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duties as a
director. Article 4 of the By-laws of the Registrant provides for
indemnification of the officers and directors of the Registrant to the
full extent permitted by applicable law and provides for the advancement
of expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit No. Description
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4.1 Certificate of Incorporation of the Registrant (incorporated
by reference to the Registrant's Registration Statement on
Form S-1 (File No. 33-96516)).
4.2 Certificate of Amendment to the Registrant's Certificate of
Incorporation (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 1-11106)).
4.3 Amended and Restated By-Laws of the Registrant (incorporated
by reference to the Registrant's Registration Statement on
Form S-1 (File No. 33-96516)).
5.1 Opinion of Beverly C. Chell, Esq., regarding the legality of
the shares being registered hereunder.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Beverly C. Chell, Esq., (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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 the Registration
Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
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.
(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 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.
* * *
(h) 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, State of New York, on
this 15th day of December, 2000.
PRIMEDIA INC.
By: /s/ Thomas S. Rogers
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Thomas S. Rogers
Chairman and Chief Executive Officer
We, the undersigned directors and officers of PRIMEDIA Inc., do hereby
constitute and appoint Beverly C Chell, Esq. and Christopher Fraser, Esq.,
or either of them, our true and lawful attorneys and agents, to do any and
all acts and things in our name and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and
in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act and any rules, regulations
and requirements of the Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and
authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
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<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ Thomas S. Rogers Chairman, Chief Executive Officer December 15, 2000
------------------------- (Principal Executive Officer) and a
Thomas S. Rogers Director
/s/ Charles G. Mcgurdy President and a Director December 15, 2000
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Charles G. McCurdy
/s/ Lawrence R. Rutkowski Executive Vice President and Chief December 18, 2000
------------------------- Financial Officer (Principal Financial
Lawrence R. Rutkowski Officer)
/s/ Robert J. Sforzo Senior Vice President and Controller December 18, 2000
------------------------- (Principal Accounting Officer)
Robert J. Sforzo
/s/ Berverly C. Chell Vice Chairman, Secretary and a Director December 15, 2000
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Beverly C. Chell
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<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
Director , 2000
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Meyer Feldberg
/s/ Perry Golkin Director December 15, 2000
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Perry Golkin
Director , 2000
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H. John Greeniaus
Director , 2000
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Henry Kravis
Director , 2000
------------------------- -------- --
George R. Roberts
/s/ Michael T. Tokarz Director December 15, 2000
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Michael T. Tokarz
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's
Registration Statement on Form S-1 (File No. 33-96515)).
4.2 Certificate of Amendment to the Registrant's Certificate
of Incorporation (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (File No. 1-11106)).
4.3 Amended and Restated By-Laws of the Registrant
(incorporated by reference to the Registrant's
Registration Statement on Form S-1 (File No. 33-96516)).
5.1 Opinion of Beverly C. Chell, Esq., Vice Chairman and
Secretary of the Registrant regarding the legality of the
shares being registered hereunder.
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Beverly C. Chell, Esq., Vice Chairman and
Secretary of the Registrant (included in the Opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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