SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Penton Media, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2875386
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1300 East Ninth Street, Cleveland, Ohio 44114
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |X| box. |_|
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Securities Act registration statement file number to which this form relates:
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(If applicable)
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
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Rights to purchase Series A Junior
Participating Preferred Stock The New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 7, 2002, the Board of Directors of Penton Media, Inc.
("Penton") approved Amendment No. 1, dated as of March 18, 2002 (the
"Amendment"), to the Rights Agreement, dated as of June 9, 2002 (the "Rights
Agreement"), by and between Penton and National City Bank, as successor Rights
Agent. The Amendment made the provisions of the Rights Agreement inapplicable to
the transactions contemplated by the Amended and Restated Series B Convertible
Stock and Warrant Purchase Agreement, dated as of March 18, 2002, pursuant to
which Penton has agreed to sell an aggregate of 50,000 shares of its Series B
Convertible Preferred Stock, par value $.01 per share, and warrants to purchase
1,600,000 shares of Penton's common stock, par value $.01 per share, for an
aggregate of $50 million in a private placement to two institutional investors
and certain of their affiliated entities.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement, and the related Summary of Rights, which is attached as Exhibit C to
the Rights Agreement, are available free of charge from Penton.
ITEM 2. EXHIBITS.
Number Description
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4.1 Amendment No. 1, dated as of March 18, 2002, to the Rights
Agreement, by and between Penton and National City Bank, as
successor Rights Agent.
SIGNATURE
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, thereto duly authorized.
Penton Media, Inc.
By: /s/ Joseph G. NeCastro
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Name: Joseph G. NeCastro
Title: Chief Financial Officer
Date: March 19, 2002
EXHIBIT INDEX
Number Description
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4.1 Amendment No. 1, dated as of March 18, 2002, to the Rights
Agreement, by and between Penton and National City Bank, as
successor Rights Agent, is incorporated by reference to
Exhibit 4.2 of Penton's Current Report on Form 8-K filed on
March 19, 2002.