SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

Amendment No. 1


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2005

Commission file number 333-99939
OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ZIFF DAVIS HOLDINGS INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware		36-4335050
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

28 East 28th Street

New York, New York 10016

(Address of Principal Executive Offices and Zip Code)

(212) 503-3500

(Registrant’s Telephone Number, Including Area Code)

Shares registered pursuant to Section 12(b) of the Act: None

Shares registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

As of March 25, 2006, 2,311,049 shares of common stock, par value, $0.001 per share, were outstanding. The issuer’s common stock is not publicly traded.

DOCUMENTS INCORPORATED BY REFERENCE

None

ZIFF DAVIS HOLDINGS INC.

Index to Form 10-K/A, Amendment No. 1 for the Year Ended December 31, 2005


		Page

PART III
Item 11.	Executive Compensation
SIGNATURES
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

Explanatory Note:

This Form 10-K/A Amendment is being filed to correct certain information provided in Item 11 Executive Compensation and to disclose the execution of an agreement with an executive officer of the Registrant.


ITEM 11.	EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information concerning the compensation earned during the years ended December 31, 2005, 2004 and 2003 by Ziff Davis Media’s Chief Executive Officer (“CEO”) and the four most highly compensated executive officers in 2005 other than the CEO who were serving as executive officers of the Company as of December 31, 2005:


												Long-Term
												Compensation
			Annual Compensation
												Securities
			Fiscal						Other Annual			Underlying
Name and Principal Position			Year		Salary		Bonus		Compensation			Options (#)

			(in dollars)
Robert Callahan				2005	$	1,000,000	$	—	$	102,205	(1)		—
	Chairman and Chief Executive Officer			2004		1,000,000		—		102,205	(1)		1,216,566
				2003		1,000,000		1,000,000		102,205	(1)		—
Bart Catalane				2005		402,000		—		—			—
	Former President and			2004		525,667		—		—			811,832
		Chief Operating Officer(2)		2003		500,000		500,000		—			—
Jason Young				2005		350,000		403,750		—			—
	President, Consumer/ Small			2004		262,500		438,321		—			603,937
		Business Group		2003		250,000		378,156		—			—
Sloan Seymour				2005		311,250		225,000		—			—
	President, Enterprise Group			2004		300,000		275,000		—			402,920
				2003		288,042		55,000		—			—
Scott McCarthy(3)				2005		337,500		175,000		—			—
	President, Game Group			2004		62,800		—		—			302,034
				2003		—		—		—			—
Michael J. Miller				2005		378,325		50,000		—			—
	Executive Vice President and Chief			2004		370,000		—		—			301,903
		Content Officer		2003		370,000		150,000		—			—


(1)	Allowance of $100,000, without need for accounting, for reimbursement of expenses in addition to expenses eligible for reimbursement under our existing policies; plus payment of $2,205 premium for certain term life insurance.

(2)	Mr. Catalane resigned as our President and Chief Operating Officer effective February 28, 2006. Mr. Catalane continues to serve as a director of the Company.

(3)	Mr. McCarthy joined the Company on October 18, 2004.

Option/ SAR Grants in Last Fiscal Year.

No options or Stock Appreciation Rights (“SARs”) were granted to any of our named executive officers during the year ended December 31, 2005:

Aggregated Option/SAR Exercises in Last Fiscal Year and FY — End Option/SAR Values


					Number of Securities				Value of Unexercised
					Underlying Unexercised				In-the-Money
					Options/SARs at				Options/SARs at
	Shares				December 31, 2005 (#)				December 31, 2005 ($)
	Acquired on		Value
Name	Exercise (#)		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable

Robert Callahan		—		—		—		1,216,566		—		—
Bart Catalane		—		—		—		811,832		—		—
Jason Young		—		—		—		603,937		—		—
Sloan Seymour		—		—		—		402,290		—		—
Scott McCarthy		—		—		—		302,034		—		—
Michael Miller		—		—		—		301,903		—		—

Executive Agreements

Mr. Callahan. On March 24, 2005, Ziff Davis Holdings and Ziff Davis Publishing Inc. entered into an executive agreement with Robert Callahan. This agreement provides, among other things, that he serves as Chairman and Chief Executive Officer of Ziff Davis Holdings, Ziff Davis Media and certain affiliates of Ziff Davis Holdings, during a term expiring on December 31, 2007. Pursuant to this agreement, his base salary is $1.0 million per year, subject to annual cost of living adjustments, and he is eligible to receive an annual bonus of $1.0 million, payable if certain targeted annual operating goals are met and an additional bonus of $1.0 million if he remains employed by Ziff Davis Holdings through December 31, 2007 and Ziff Davis Holdings generates consolidated EBITDA (as defined therein) for the twelve-month period ended December 31, 2007 of at least $100.0 million. Mr. Callahan’s executive agreement provides for severance payments upon termination of his employment by Ziff Davis Publishing Inc. without cause or his resignation for good reason (as such terms are defined in the agreement) conditioned upon Mr. Callahan delivering a general release in favor of Ziff Davis Holdings and its affiliates. The severance provisions provide that Mr. Callahan will receive, subject to compliance with certain non-compete, non-solicitation and other obligations, his annual base salary for twelve to eighteen months after the termination date (the length of which depends upon the date of termination) and a bonus of 50% of the amount of bonus, if any, paid him in respect of the immediately prior calendar year.

Mr. Catalane. In connection with our decision to eliminate the position of Chief Operating Officer and the consequent resignation by Bart Catalane as President and Chief Operating Officer, we and Mr. Catalane on February 24, 2006 executed an agreement related to the termination of his employment (as noted above, he remains a member of our board of directors). Mr. Catalane’s separation agreement provides, among other items, that (i) through July 31, 2007, we shall continue to pay Mr. Catalane a monthly salary of $33,333 and shall provide certain insurance benefits, subject to Mr. Catalane’s satisfaction of certain obligations (including noncompetition and nonsolicitation obligations), and provided that our obligation to pay such insurance benefits would cease in the event Mr. Catalane becomes eligible to receive similar benefits from a subsequent employer; (ii) we shall provide certain outplacement services if Mr. Catalane elects to make use thereof; and (iii) Mr. Catalane released us and related parties from potential claims related to his employment by us or the termination thereof (the release did not affect Mr. Catalane’s rights to receive indemnification in certain circumstances or rights related to his option agreement with us or rights arising under certain other agreements he previously executed with the us or our affiliates).

Mr. Young. Ziff Davis Media entered into an executive agreement with Mr. Young on May 26, 2006. This agreement provides, among other things, that he serves as the President of our Consumer/Small Business Group during a term expiring on March 31, 2008. Pursuant to this agreement, his base salary is at least $450,000 per year, subject to annual cost of living adjustments (his current salary is $450,000 per year), and he is eligible to receive an annual bonus, payable if certain targeted annual operating goals are met. Mr. Young’s executive agreement provides for severance payments upon termination of his employment by the Company without cause or his resignation for good reason (as such terms are defined in the agreement) conditioned upon Mr. Young delivering a general release in favor of Ziff Davis Holdings and its affiliates. The severance provisions provide Mr. Young will receive his annual base salary for twelve months after the termination date and a portion of the bonus paid to him during the preceding fiscal year related to specified lines of business (as defined), subject to compliance with certain non-compete and non-solicitation obligations.

Mr. Seymour. Ziff Davis Media entered into an executive agreement with Mr. Seymour as of August 1, 2003. This agreement provides, among other things, that he serves as the Senior Vice President — Enterprise Group of Ziff Davis during a term expiring on July 31, 2008. In October 2004, Mr. Seymour was promoted to President of the Enterprise Group. Pursuant to this agreement, his base salary is at least $300,000 per year (his current salary is $315,000 per year), subject to annual cost of living adjustments and he is eligible to receive an annual bonus, payable if certain targeted annual operating goals are met. Mr. Seymour’s executive agreement provides for severance payments upon termination of his employment by the Company without cause or his resignation for good reason (as such terms are defined in the agreement) conditioned upon Mr. Seymour delivering a general release in favor of Ziff Davis Holdings and its affiliates. The severance provisions provide Mr. Seymour will receive his annual base salary for twelve months after the termination date and certain health benefits, subject to compliance with certain non-compete and non-solicitation obligations.

Mr. McCarthy. Ziff Davis Media entered into an executive agreement with Mr. McCarthy as of October 15, 2004. This agreement provides, among other things, that he serves as the President of the Company’s Game Group during a term expiring on October 17, 2009. Pursuant to this agreement, his base salary is at least $300,000 per year (his current salary is $400,000 per year) and he is eligible to receive an annual bonus, payable if certain targeted annual operating goals are met. Mr. McCarthy’s executive agreement provides for severance payments upon termination of his employment by the Company without cause or his resignation for good reason (as such terms are defined in the agreement) conditioned upon Mr. McCarthy delivering a general release in favor of Ziff Davis Holdings and its affiliates. The severance provisions provide Mr. McCarthy will receive his annual base salary for twelve months after the termination date and certain health benefits, subject to compliance with certain non-compete and non-solicitation obligations.

Mr. Miller. In October 2004, Ziff Davis Media entered into an executive agreement with Mr. Miller. The agreement provides, among other things, that he will serve as Executive Vice President and Editorial Director of Ziff Davis Publishing Inc., and Editor-in-Chief of PC Magazine, during a term expiring on August 30, 2007. Pursuant to this agreement, has base salary is at least $370,000 per year (his current salary is $381,100 per year). Mr. Miller will be eligible to receive an annual bonus of not less than $50,000, payable at the Company’s discretion. Mr. Miller’s executive agreement provides for severance payments upon termination of his employment by the Company without cause or by him for good reason (as such terms are defined in the agreement) conditioned upon Mr. Miller delivering a general release in of Ziff Davis Holdings and its affiliates. The severance provisions provide that Mr. Miller will receive his annual base salary and possibly certain insurance premiums for twelve months after the termination date, subject to compliance with certain non-compete and non-solicitation obligations.

Equity Incentive Plans

Following our formation, we implemented an equity incentive program. The program provides for the issuance of, or the grant of options to purchase, restricted common stock to certain of our employees, directors and officers. Under the program, Ziff Davis Holdings reserved 87,667 shares (as adjusted for a subsequent reverse stock split) of its fully diluted common equity, and Ziff Davis Development Inc. and Ziff Davis Internet Inc. also reserved certain shares of their common equity, for employees, directors and officers. In connection with the issuance of, or the grant of options to acquire, these equity interests, the participants in the program are entitled to customary drag-along restrictions in the event of a sale of the entity in which they hold equity interests. We also have the option to repurchase the participant’s option shares if his/her employment terminates for any reason, including upon his/her death, disability or resignation.

2002 Stock Option Plan

Upon the consummation of our financial restructuring in August 2002, the Board of Directors established a new management incentive plan pursuant to which Ziff Davis Holdings may grant participants options to purchase its common stock, Series A Preferred Stock, Series B Preferred Stock and Series D Preferred Stock. We also entered into arrangements with the holders of Series D Preferred Stock to protect the holders of Series E Preferred Stock from dilution resulting from issuances of Series D Preferred Stock upon exercise of these options by management participants while the Series E Preferred Stock remains outstanding. See “Certain Relationships and Related Party Transactions — Distribution and Payment Arrangements.” The 2002 Stock Option Plan, which was amended and restated in March 2003, provides for the grant of options to purchase up to 9,619,171 shares of common stock, 58,081 shares of Series A Preferred Stock, 17,344 shares of Series B Preferred Stock, and 14,117 shares of Series D Preferred Stock.

All options granted pursuant to the 2002 Stock Option Plan are subject to vesting and exercisability limitations. Except as may be set forth in specified option agreements, Ziff Davis Holdings will retain the right to repurchase participants’ capital stock upon termination of employment. Each participant is subject to customary drag-along restrictions.

Board Practices

The members of Ziff Davis Holdings’ and Ziff Davis Media’s Boards of Directors are each elected annually at the ordinary general meeting of shareholders of such corporation. Each director is elected to serve until the next annual meeting of stockholders or until a successor is duly elected and qualified or until his or her earlier

death, resignation or removal. Certain of the current directors were elected pursuant to the terms of an Investor Rights Agreement. See “Certain Relationships and Related Transactions — Investor Rights Agreement.”

We reimburse members of the Board of Directors for any out-of-pocket expenses incurred by them in connection with services provided in such capacity. Susan E. Alderton serves as our audit committee chairman and receives compensation of $50,000 per annum plus reimbursement of expenses.

We have adopted a code of ethics applicable to our directors, officers (including our principal executive officer and principal financial officer) and employees, known as the Code of Ethics. The Code of Ethics is included herein as Exhibit 14.1. In the event that we amend or waive any of the provisions of the Code of Ethics applicable to our principal executive officer and principal financial officer, we intend to disclose the same in a Current Report on Form 8-K filed with the SEC and on the Company’s website at www.ziffdavis.com.

The Boards of Directors of Ziff Davis Holdings and Ziff Davis Media each may appoint or designate one or more committees, each committee to consist of one or more of the directors of such company, which to the extent provided in such resolution or the by-laws will have and may exercise the powers of the Board of Directors in the management and affairs of such company except as otherwise limited by law. We currently have an audit committee and a compensation committee. The audit committee consists of Ms. Alderton, who chairs the committee, Mr. Blumenthal and Mr. Shisler. The Company’s board members have determined that Ms. Alderton is an “audit committee financial expert” as defined in Item 401 of Regulation S-K and is “independent” according to the listing rules of the New York Stock Exchange. The compensation committee consists of Messrs. Callahan, Catalane, Stein and Blumenthal.

Our executive officers are appointed by their respective Boards of Directors for an indefinite term. The President may appoint other officers to serve for such terms as he or she deems desirable. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal must be without prejudice to the contract rights, if any, of the person so removed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it behalf by the undersigned, thereunto duly authorized on the 31st day of May 2006.


	ZIFF DAVIS HOLDINGS INC.


	By:	/s/ Mark D. Moyer


	Name: Mark D. Moyer
	Title: Chief Financial Officer

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

None.

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ZIFF DAVIS HOLDINGS INC 10-K/A