SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 2)
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:
______________ (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 July 26, 2002, the Board of Directors of Penton Media, Inc. ("Penton")
approved Amendment No. 2, dated as of July 31, 2002 (the "Amendment"), to the
Rights Agreement, dated as of June 9, 2002, as amended (the "Rights Agreement"),
by and between Penton and National City Bank, as successor Rights Agent. The
Amendment changed the expiration date of the rights issued under the Rights
Agreement to be the close of business of the day of Penton's annual meeting of
the stockholders for 2003 unless the Rights Agreement is approved by the
stockholders at such annual meeting.
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. 2, dated as of July 31, 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/ Preston L. Vice
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Name: Preston L. Vice
Title: Senior Vice President and
Secretary
Date: August 1, 2002
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EXHIBIT INDEX
Number Description
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4.1 Amendment No. 2, dated as of July 31, 2002, to the Rights
Agreement, by and between Penton and National City Bank, as
successor Rights Agent.
4