Initial Public Offering (IPO): Registration of Additional Securities — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1MEF Cmp Media Inc. 4 19K
2: EX-5 Opinion of Dow, Lohnes & Albertson, Pllc 2 11K
3: EX-23.1 Consent of Coopers & Lybrand L.L.P. 1 5K
S-1MEF — Cmp Media Inc.
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As filed with the Securities and Exchange Commission on July 24, 1997
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
CMP MEDIA INC.
(Exact name of Registrant as specified in its charter)
---------------------------
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DELAWARE 2721 11-2240940
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number)
incorporation or organization) Classification Code Number)
600 COMMUNITY DRIVE
MANHASSET, NEW YORK 11030
(516) 562-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------------
ROBERT D. MARAFIOTI, ESQ.
Vice President, Secretary and General Counsel
CMP Media Inc.
600 Community Drive
Manhasset, New York 11030
(516) 562-5000
(Name, address, including zip code, and telephone number, including area code,
of Registrant's agent for service)
---------------------------
Please address a copy of all communications to:
LEONARD J. BAXT, ESQ.
Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036-6802
(202) 776-2000
ALAN H. PALEY, ESQ.
Debevoise & Plimpton
875 Third Avenue
New York, N.Y. 10022
(212) 909-6000
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: As soon as practicable after this Registration
Statement becomes effective.
---------------------------
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. /X/ (333-26741)
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 delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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======================================================================================================================
Proposed Maximum Aggregate Amount of Registration
Title of Each Class of Securities to be Registered Offering Price (1)(2) Fee
----------------------------------------------------------------------------------------------------------------------
Class A Common Stock..................................... $11,500,000 $3,485
======================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
(2) Includes shares that are to be offered outside the United States
but that may be resold from time to time in the United States under
circumstances requiring delivery of a prospectus; such shares are not
being registered for the purpose of sales outside the United States.
EXPLANATORY NOTE
This Registration Statement is being filed by CMP Media Inc. (the
"Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and includes the Registration Statement facing page, this page, the signature
page, an exhibit index, an opinion of counsel regarding the legality of the
Company's Class A Common Stock being offered hereby and a related consent, and
an accountants' consent. Pursuant to Rule 462(b), the contents of the
Registration Statement on Form S-1 (File No. 333-26741) of the Company,
including the exhibits thereto, are incorporated by reference into this
Registration Statement. This Registration Statement covers the registration of
an aggregate of $ of Class A Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Securities and Exchange Commission
(the "Commission") that (i) it has instructed its bank to pay the Commission the
filing fee set forth on the cover page of this Registration Statement by a wire
transfer of such amount to the Commission's account at Mellon Bank as soon as
practicable (but no later than the close of business on July 25, 1997), (ii) it
will not revoke such instructions, (iii) it has sufficient funds in the relevant
account to cover the amount of such filing fee, and (iv) it will confirm receipt
of such instructions by its bank during the bank's regular business hours no
later than July 25, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
CMP Media Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Manhasset,
State of New York, on July 24, 1997.
CMP MEDIA INC.
By: /s/ Michael S. Leeds
--------------------------------------
Michael S. Leeds
(President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
* President, Chief Executive Officer and
-------------------------------- a Director (Principal Executive Officer) July 24, 1997
(Michael S. Leeds)
* Executive Vice President, President of
-------------------------------- International and a Director July 24, 1997
(Daniel H. Leeds)
* Executive Vice President, President of
-------------------------------- Publishing July 24, 1997
(Kenneth D. Cron)
Joseph E. Sichler Vice President and Chief Financial
-------------------------------- Officer (Principal Financial Officer and
(Joseph E. Sichler) Principal Accounting Officer) July 24, 1997
* Director, Co-Chairperson of Board of
-------------------------------- Directors July 24, 1997
(Gerard G. Leeds)
* Director, Co-Chairperson of Board of
-------------------------------- Directors July 24, 1997
(Lilo J. Leeds)
* Director July 24, 1997
--------------------------------
(Richard A. Leeds)
*POWER OF ATTORNEY
Michael S. Leeds, by signing his name hereto, does sign this document
on behalf of each of the persons indicated above for whom he is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
By: /s/ Michael S. Leeds
------------------------------------
Michael S. Leeds
(Attorney-in-Fact)
EXHIBIT INDEX
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EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ------
5 Opinion of Dow, Lohnes & Albertson, PLLC (including consent)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dow, Lohnes & Albertson, PLLC (included in their
Opinion filed as Exhibit 5)
24 Powers of Attorney (filed as Exhibit 24 to the Registration
Statement on Form S-1 of the Company (File No. 333-26741)
and incorporated herein by reference)
Dates Referenced Herein and Documents Incorporated by Reference
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