-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9DjturDed7MsHBqfQl56VzG5WyqFZxH25B9zDv75XDBpOIkADhAq9aNlKoPeA0C E2l7modMJ+MarsZ6+OETzg== 0001104659-06-048946.txt : 20060726 0001104659-06-048946.hdr.sgml : 20060726 20060726142220 ACCESSION NUMBER: 0001104659-06-048946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060725 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060726 DATE AS OF CHANGE: 20060726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMEDIA INC CENTRAL INDEX KEY: 0000884382 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133647573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11106 FILM NUMBER: 06981268 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2127450100 MAIL ADDRESS: STREET 1: 745 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: K III COMMUNICATIONS CORP DATE OF NAME CHANGE: 19930328 8-K 1 a06-16818_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 25, 2006

 

PRIMEDIA Inc.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-11106

 

13-3647573

(State or other Jurisdiction of Incorporation or Organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

745 FIFTH AVENUE, NEW YORK, NEW YORK

(Address of principal executive offices)

 

10151

(Zip Code)

 

Registrant’s telephone number, including area code (212) 745-0100

 

 



 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On July 25, 2006, PRIMEDIA Inc. (the “Company”) announced the appointments of Daniel T. Ciporin and Kevin J. Smith to its Board of Directors.  The appointments are effective immediately.

 

In connection with such appointments, the Company granted each of Mr. Ciporin and Mr. Smith a three-year option to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.60 per share.

 

A copy of the press release issued by the Company in connection with the appointments of Messers. Ciporin and Smith is attached hereto as Exhibit 99.1.

 

 

Item 9.01.  Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit 99.1: Press Release of PRIMEDIA Inc., dated July 25, 2006.

 

2



 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

 

PRIMEDIA Inc.
(Registrant)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:

July 26, 2006

 

/s/ Christopher A. Fraser

 

 

 

 

 

Christopher A. Fraser

 

 

 

 

 

Senior Vice President,General Counsel & Secretary

 

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of PRIMEDIA Inc., dated July 25, 2006

 

 

 

 

4


EX-99.1 2 a06-16818_1ex99d1.htm EX-99

 

Exhibit 99.1

Press Release

 

Source: PRIMEDIA, Inc.

PRIMEDIA Appoints Daniel Ciporin and Kevin Smith to

Board of Directors
Tuesday July 25

NEW YORK--(BUSINESS WIRE)--July 25, 2006--PRIMEDIA, Inc. (NYSE: PRM - News) the country's leading targeted media company, today announced the appointments of Daniel T. Ciporin and Kevin J. Smith to its Board of Directors. Daniel T. Ciporin is the former Chairman and Chief Executive Officer of Shopping.com Ltd., and Kevin J. Smith is former Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Company. The appointments are effective immediately.

 

"Dan has an outstanding record of driving growth for companies at the intersection of media, marketing and online and Kevin has terrific financial and operational experience in related businesses," said PRIMEDIA Chairman, President and CEO, Dean Nelson. "We are pleased to gain the outside perspective of these two industry veterans and expect their counsel will add considerable value to PRIMEDIA as we execute on our growth strategy."

Mr. Ciporin has extensive Internet and marketing experience. He was the Chairman and Chief Executive Officer of Shopping.com Ltd., a publicly traded online comparison-shopping service and directed the company's impressive growth to become a $100 million company. Mr. Ciporin also played a critical strategic role during eBay's acquisition of Shopping.com. Prior to Shopping.com, Mr. Ciporin served as Senior Vice President of MasterCard International and has experience as a management consultant for Mars and Co. and Corporate Value Associates. Today Mr. Ciporin is an active investor and advisor in a variety of technology-related businesses, including Vringo and Peer39. He also serves as chairman of the Internet Lab, a joint venture between the venture capital firms of Lightspeed and Gemini, where he identifies and funds early stage consumer Internet companies.

Mr. Smith is a seasoned financial and operating executive. As CFO of R.R. Donnelley & Sons Company from 2004-2005, he was responsible for directing the financial management of the $7 billion printing company and led the integration of the company's finance and procurement functions following the acquisition of Moore Wallace in February 2004. Prior to R.R. Donnelly & Sons Company, Mr. Smith was the Chief Financial Officer for Heidrick & Struggles International, Inc. Mr. Smith has also played an instrumental role in managing and increasing financial efficiency as CFO and Chief Accounting Officer of True North Communications Inc. and as a senior manager at Midcom Communications Inc. and Alexander & Alexander Services Inc. Mr. Smith is currently partnered with Frontenac Company, a Chicago based private equity firm where he advises on a variety of transactions.

About PRIMEDIA

PRIMEDIA is the leading targeted media company in the United States. With 2005 revenue of $990 million, its properties comprise over 100 brands that connect buyers and sellers through print publications, Internet, events, merchandise and video programs in three market segments:

  • Enthusiast Media is the #1 special interest magazine publisher in the U.S. with more than 90 publications, 100 leading Web sites, 90 events, 11 TV programs, 600 branded products, and has such well-known brands as Motor Trend, Automobile, Automotive.com, Equine.com, In-Fisherman, Power & Motoryacht, Hot Rod, Snowboarder, Stereophile, Surfer, and Wavewatch.com.
  • Consumer Guides is the #1 publisher and distributor of free consumer guides in the U.S. with Apartment Guide, Auto Guide and New Home Guide, distributing free consumer publications through its proprietary distribution network, DistribuTech, in more than 50,000 locations. The Group owns and operates leading Web sites including ApartmentGuide.com, AutoGuide.com, NewHomeGuide.com and RentClicks.com.

 



  • Education includes Channel One, a proprietary network to secondary schools and PRIMEDIA Healthcare, a continuing medical education business.

Contact:

Press:

Sloane & Company

Amanda Cheslock, 212-446-1884

or

Investor Relations:

Eric Leeds, 212-745-1885

 

 

 

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