================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(Amendment No. ____________)*
NETRATINGS, INC.
-----------------
(Name of Issuer)
COMMON STOCK $0.001 PAR VALUE
-------------------------------
(Title of Class of Securities)
64116M-10-8
--------------
(CUSIP Number)
STEPHEN J. BOATTI
NIELSEN MEDIA RESEARCH, INC.
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 708-7004
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 21, 1999
-------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format should include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
- -----------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
================================================================================
<PAGE>
CUSIP NO. 64116M-10-8 SCHEDULE 13D
================================================================================
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Nielsen Media Research, Inc. (EIN: 06-1450569)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
================================================================================
NUMBER OF 7. SOLE VOTING POWER
SHARES OWNED
BY EACH 0
REPORTING
PERSON WITH ---------------------------------------------------
8. SHARED VOTING POWER
18,832,727
---------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,832,727
================================================================================
================================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
18,832,727
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
================================================================================
Page 2
<PAGE>
CUSIP NO. 64116M-10-8 SCHEDULE 13D
================================================================================
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
VNU N.V.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
================================================================================
================================================================================
NUMBER OF 7. SOLE VOTING POWER
SHARES OWNED
BY EACH 0
REPORTING
PERSON WITH ---------------------------------------------------
8. SHARED VOTING POWER
18,832,727
---------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,832,727
================================================================================
================================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
18,832,727
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.7%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
================================================================================
Page 3
<PAGE>
ITEM 1 SECURITY AND ISSUER
This statement of beneficial ownership on Schedule 13D (this "Schedule
13D") relates to the common stock, par value $.001 per share (the "Common
Stock"), of NetRatings, Inc., a Delaware corporation (the "Issuer"). The
Issuer's principal executive offices are located at 830 Hillview Court, Suite
225, Milpitas, California 95035.
ITEM 2 IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Nielsen Media Research, Inc., a
Delaware corporation ("NMR"), and VNU N.V., a Netherlands corporation ("VNU",
and, together with NMR, the "Reporting Persons"). A copy of the Joint Filing
Agreement between the Reporting Persons is annexed hereto as Exhibit 1.
NMR's principal business and office address is 299 Park Avenue, New York,
New York 10171. NMR is principally engaged in the business of providing
television audience measurement and related services in the United States and
Canada.
VNU's principal business and office address is Ceylonpoort 5-25, 2037 AA
Haarlem, P.O. Box 1, 2000MA Haarlem, The Netherlands. The telephone number of
VNU at such location is 011 31 23 546 3463. VNU is principally engaged in the
business of publishing consumer magazines, newspapers, telephone directories and
educational materials, and providing other information services in various
markets around the world. VNU indirectly owns 100% of the voting stock of NMR.
NMR is a wholly-owned subsidiary of VNU USA, Inc. ("VNU USA"), which in
turn is a wholly-owned subsidiary of VNU. VNU USA's principal business and
office address is 1515 Broadway, New York, New York 10036. The telephone number
of VNU USA at such location is (212) 536-6700. VNU USA conducts VNU's business
operations in the United States, including publishing and information services
activities.
Schedule A sets forth, with respect to each executive officer and director
of the Reporting Persons (hereinafter, the "Related Persons"), such person's
name, business address and present principal employment, the name and address of
any corporation or other organization in which such employment is conducted and
such person's citizenship.
Neither the Reporting Persons, VNU USA nor, to the best knowledge of the
Reporting Persons, any of the Related Persons, has, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF CONSIDERATION
The funds for NMR's purchase of Series C and Series D Preferred Stock of
the Issuer described in Item 4 below were obtained from NMR's working capital.
VNU and
Page 4
<PAGE>
an affiliate of VNU borrowed the funds used to purchase the Common Stock through
exercise of the Warrants and the Top-Off Right (as described in Item 4 below)
under a Revolving Credit Facility Agreement dated as of August 15, 1999 with
ABN-AMRO Bank ("ABN") and Merrill Lynch International as arrangers, ABN as agent
and the banks from time to time parties thereto. VNU and the affiliate of VNU
advanced such funds to NMR to fund the purchase of the Common Stock by NMR.
ITEM 4 PURPOSE OF TRANSACTION
In August 1998, the Issuer entered into a strategic relationship with NMR
to develop and market Internet audience measurement products and services in the
United States and Canada under the "Nielsen//NetRatings" brand and using the
technology of the Issuer combined with the proprietary panel methodology of NMR.
In March 1999, the Issuer launched the Nielsen//NetRatings product and service
offerings. In August 1999, NMR made an equity investment in the Issuer and
entered into an operating agreement (the "Operating Agreement") and certain
related agreements with the Issuer to govern the terms of this strategic
relationship.
The Operating Agreement may be terminated (i) by the mutual consent of the
parties; or (ii) by either party (A) upon the material breach of the Operating
Agreement by the other party, which remains uncured 30 days after written notice
thereof or (B) if NMR's equity in the Issuer falls below 5% of the Issuer's
outstanding Common Stock on a fully-diluted basis (i.e., assuming full exercise
or conversion of all outstanding options, warrants and convertible securities).
In connection with this strategic relationship, on August 15, 1999, the
Issuer issued 2,886,188 shares of Series C Preferred Stock to NMR at a price of
$3.1183 per share pursuant to a Series C Preferred Stock Purchase Agreement
dated as of August 5, 1999. On September 22, 1999, the Issuer issued 402,567
shares of Series D Preferred Stock to NMR at a price of $3.1395 per share
pursuant to a Series D Preferred Stock Purchase Agreement dated as of September
22, 1999. All shares of Series C and Series D Preferred Stock were automatically
converted into 1,644,378 shares of Common Stock upon the effectiveness of the
initial public offering (the "IPO") of the Common Stock, which IPO occurred on
December 8, 1999, at a price of $17.00 per share. Effective immediately prior to
the IPO, the Issuer effected a one-for-two reverse stock split of its Common
Stock. All references to shares of Common Stock contained in this Schedule 13D
reflect such reverse stock split.
On August 15, 1999, the Issuer also granted NMR two warrants to purchase
shares of Common Stock. The first warrant was exercisable for 553,054 shares of
Common Stock at an exercise price of $7.20 per share (the "First Warrant"). The
second warrant was exercisable for 6,000,000 shares of Common Stock at an
exercise price of $12.00 per share or 60% of the price at which shares of Common
Stock were sold in the IPO, whichever was lower (the "Second Warrant" and,
together with the First Warrant, the "Warrants").
Pursuant to Addendum No. 1 to Second Restated Rights Agreement dated as of
September 22, 1999 (which amended and restated Addendum No. 1 to Restated Rights
Page 5
<PAGE>
Agreement dated August 15, 1999) among the Issuer, NMR and certain stockholders
of the Issuer (the "Rights Addendum"), NMR was granted the right (the "Top-Off
Right"), for so long as it owns at least 5.0% of the issued and outstanding
Common Stock on a fully-diluted basis, to purchase from the Issuer, concurrently
with any initial public offering of its Common Stock, that number of additional
shares of Common Stock as may be necessary to cause the number of shares of
Common Stock beneficially owned by NMR (including all shares underlying the
Warrants) to increase to an amount which, after giving effect to such initial
public offering, is equal to but not greater than 54.0% of the issued and
outstanding shares of Common Stock on a fully-diluted basis upon the closing of
such initial public offering at a price per share equal to the initial public
offering price. The Rights Addendum further provides that a portion of the
shares issuable in connection with the Top-Off Right could be satisfied by the
purchase by NMR of shares of Common Stock owned by certain stockholders of the
Issuer.
On October 26, 1999, NMR notified the Issuer that it intended to exercise
its Top-Off Right in connection with the IPO (the "Top-Off Notice"). On November
9, 1999, the Issuer and NMR entered into an Agreement (the "Top-Off Agreement")
pursuant to which NMR agreed to exercise the Warrants and the Top-Off Right in
full in accordance with their respective terms such that NMR would own at least
52% of the Issuer's issued and outstanding shares of Common Stock on a
fully-diluted basis determined as of the closing date of the IPO, upon the later
to occur of (i) the closing of the IPO and (ii) the date on which all filing
requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, had been satisfied (such date is referred to as the "Control Date").
The Control Date occurred on December 19, 1999 and NMR and the Issuer agreed
that the closing under the Top-Off Agreement should occur on December 21, 1999
(the "Closing Date").
Accordingly, on December 21, 1999, the Issuer and NMR entered into a
Closing Agreement to set forth the closing procedures for the additional
investment by NMR in the Issuer pursuant to the Top-Off Notice, NMR's exercise
of the Warrants and the Top-Off Agreement (the "Closing Agreement"). The Closing
Agreement specified that the number of shares of Common Stock to be acquired by
NMR from other stockholders of the Issuer under the Top-Off Right would be
595,555 shares for an aggregate purchase price of $10,124,435. Thus, on the
Closing Date, NMR paid the aggregate amount of $245,981,999 to the Issuer,
including $10,124,435 for the account of the selling stockholders named in the
Closing Agreement, and became the beneficial owner of an additional 17,188,349
shares of Common Stock, representing all shares issuable to NMR under the
Top-Off Right and the Warrants. As a result, on the Closing Date, NMR became the
beneficial owner of 18,832,727 shares of Common Stock in the aggregate.
Pursuant to Addendum No. 1 to Second Restated Stockholders Agreement dated
September 22, 1999 (which amended and restated Addendum No. 1 to Restated
Stockholders Agreement dated August 15, 1999), the Issuer agreed, effective as
of August 15, 1999, to increase the size of its board of directors (the "Board")
from four to five members, and NMR was granted the right to nominate one
representative to the Board. David H. Harkness, an NMR designee, was appointed
to the Board on September 21, 1999. Further, immediately upon NMR's exercise in
full of the Second
Page 6
<PAGE>
Warrant, the Issuer would have been obligated to increase the size of its Board
from five to six members, and NMR would have been entitled to appoint an
additional representative on the Board. However, in view of NMR's exercise in
full of the Top-Off Right and the Warrants, the Issuer agreed, under the terms
of the Top-Off Agreement, to increase the Board from six to eleven members prior
to effectiveness of the IPO and, upon the closing of the exercise of the Top-Off
Right and the Warrants on the Closing Date, to cause six members of the Board to
be the designees of NMR. Accordingly, pursuant to these provisions, on December
20, 1999, the Board resolved to increase the size of the Board to eleven members
and to appoint John A. Dimling, Thomas A. Mastrelli, Gerald S. Hobbs, Daniel
O'Shea and Charles E. Leonard as directors of the Issuer, in addition to Mr.
Harkness currently serving on the Board as a NMR designee, effective as of the
Closing Date.
On December 8, 1999, the Related Persons shown in Item 5 as owning shares
of Common Stock purchased such shares from the Issuer in connection with the
IPO, pursuant to a directed-shares program, at a price of $17.00 per share.
The Reporting Persons and VNU USA do not have (and, to the best knowledge
of the Reporting Persons, none of the Related Persons has) any present plans or
proposals which relate to or would result in any of the actions or events
specified in clauses (a) through (i) of the Instructions to Item 4 to Schedule
13D or any action similar to those enumerated in those clauses.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) NMR is the beneficial owner of 18,832,727 shares of Common Stock,
constituting approximately 58.7% of the issued and outstanding shares of Common
Stock outstanding as of December 21, 1999 based upon information obtained from
the Issuer.
To the best knowledge of the Reporting Persons, the Related Persons are the
beneficial owners, in the aggregate, of 9,250 shares of Common Stock,
constituting less than 1% of the issued and outstanding shares of Common Stock
as of December 21, 1999, as follows:
Page 7
<PAGE>
Name Number of Shares
---- ----------------
John A. Dimling 3,500
Thomas A. Mastrelli 0
Gerald S. Hobbs 0
Thomas W. Young 0
Barry P. Cook 500
Stuart J. Goldshein 0
Stephen J. Boatti 2,000
Robert A. Lane 1,750
Anita M. Rubino 750
John A. Loftus 750
Piet A.W. Roef 0
Ge van Schaik 0
Peter J. van Dun 0
Aad G. Jacobs 0
Frank L.V. Meysman 0
Lien M.W.M. Vos-van Gortel 0
Joep L. Brentiens 0
Rob F. van den Bergh 0
Frans J.G.M. Cremers 0
Michael M.I. Cohen de Lara 0
(b) NMR directly owns 18,832,727 shares of the Common Stock of the Issuer.
VNU may be deemed to share voting and dispositive power with NMR over the
18,832,727 shares of the Common Stock of the Issuer directly held by NMR as a
result of VNU's indirect ownership of 100% of the voting securities of NMR.
Each of the Related Persons who owns shares in the Issuer as described in
response to Item 5(a) above has sole voting and dispositive power over the
shares of the Common Stock of the Issuer owned by such Related Person.
(c) Other than as reported in Item 4, there were no transactions in the
Common Stock that were effected by any Reporting Person or any Related Person
during the past 60 days, except that Thomas W. Young sold 2,000 shares of Common
Stock on December 23, 1999 at a net price of $39.75 per share. These shares were
purchased on December 8, 1999 at $17.00 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the Second Restated Rights Agreement dated as of September 22,
1999 by and among the Issuer, NMR and the other investors set forth therein,
which is incorporated by reference herein as Exhibit 5 (the "Rights Agreement"),
NMR was
Page 8
<PAGE>
granted certain registration rights in respect of the 1,644,378 shares of Common
Stock (the "NMR Registrable Shares") issued upon conversion of the
above-referenced shares of Series C Preferred Stock and Series D Preferred Stock
purchased by NMR. The registration rights granted to NMR (and to certain other
investors in the Issuer) consist of two demand registration rights, two S-3
registration rights and certain "piggy back" registration rights in the event of
a registration of securities by the Issuer, in each case subject to certain
limitations set forth in the Rights Agreement which include, inter alia, that
the demand registration rights and the S-3 registration rights may only be
initiated by holders of at least 50% of the Registrable Securities (as defined
in the Rights Agreement). As of the date hereof, NMR is the holder of less than
50% of the Registrable Securities. The demand registration rights provided for
in the Rights Agreement are not exercisable until June 8, 2000. The registration
rights granted with respect to the NMR Registrable Shares under the Rights
Agreement expire on the earlier to occur of December 8, 2002 and the date on
which the NMR Registrable Shares may be sold under Rule 144(k) of the Securities
Act of 1933, as amended, or under any successor rule thereto.
Other than as set forth in this Schedule 13D, to the best knowledge of the
Reporting Persons, there do not exist any other contracts, arrangements,
understandings or relationships among the persons named in Item 2 above and
between such persons and any person with respect to any securities of the
Issuer.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
The following materials are filed as exhibits to this statement of
beneficial ownership on Schedule 13D and are either attached hereto or are
incorporated by reference to registration statements or periodic reports of the
Issuer filed with the Securities and Exchange Commission, as permitted under
Rule 12b-32 of the general rules and regulations under the Securities Exchange
Act of 1934, as amended.
1. Joint Filing Agreement between NMR and VNU dated December 31, 1999;
2. Operating Agreement;
3. First Warrant;
4. Second Warrant;
5. Second Restated Rights Agreement dated September 22, 1999;
6. Series C Preferred Stock Purchase Agreement dated as of August 5,
1999;
7. Series D Preferred Stock Purchase Agreement dated September 22, 1999;
8. Top-Off Agreement;
9. Closing Agreement;
Page 9
<PAGE>
10. Second Restated Stockholders Agreement dated September 22, 1999; and
11. Revolving Credit Facility Agreement, dated as of August 15, 1999 among
VNU, VNU Ireland, ABN-AMRO Bank N.V., Merrill Lynch International and
Merrill Lynch Capital Corporation.
Page 10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 31, 1999
NIELSEN MEDIA RESEARCH, INC.
By: /s/ John A. Dimling
----------------------------------------
Name: John A. Dimling
Title: President and
Chief Executive Officer
VNU N.V.
By: /s/ Gerald S. Hobbs
----------------------------------------
Name: Gerald S. Hobbs
Title: Director
Page 11
<PAGE>
SCHEDULE A
1. DIRECTORS AND EXECUTIVE OFFICERS OF NMR - EACH OF THE FOLLOWING PERSONS IS A
CITIZEN OF THE UNITED STATES OF AMERICA. THE BUSINESS ADDRESS OF EACH SUCH
PERSON IS C/O NIELSEN MEDIA RESEARCH, INC., 299 PARK AVENUE, NEW YORK, NEW YORK
10171 EXCEPT THAT THE BUSINESS ADDRESS OF MESSRS. HOBBS AND MASTRELLI IS C/O VNU
USA, INC., 1515 BROADWAY, NEW YORK, NEW YORK 10036.
<TABLE>
<CAPTION>
Name and Principal Business Present Principal Employment, if
Address; Citizenship Position with NMR not Stated at Left
--------------------------- ----------------- --------------------------------
<S> <C> <C>
John A. Dimling President and Chief Executive
Officer; Director
Thomas A. Mastrelli Director Chief Operating Officer, VNU USA,
Inc.
Gerald S. Hobbs Director Chairman of the Board of
Directors and Chief Executive
Officer, VNU USA, Inc.
Thomas W. Young Executive Vice President and
Chief Financial Officer
Barry P. Cook Senior Vice President and Chief
Research Officer
Stuart J. Goldshein Vice President and Controller
Stephen J. Boatti Senior Vice President, Chief
Legal Officer and Secretary
Robert A. Lane Vice President - Finance and
Treasurer
Anita M. Rubino Senior Vice President and Chief
Human Resources Officer
John A. Loftus Senior Vice President and Chief
Communications Officer
</TABLE>
Page 12
<PAGE>
2. DIRECTORS AND EXECUTIVE OFFICERS OF VNU - EXCEPT AS OTHERWISE INDICATED, EACH
OF THE FOLLOWING PERSONS IS A CITIZEN OF THE NETHERLANDS, AND THE BUSINESS
ADDRESS OF EACH SUCH PERSON IS C/O VNU N.V., CEYLONPOORT 5-25, 2037 AA HAARLEM,
P.O. BOX 1, 2000MA HAARLEM, THE NETHERLANDS.
<TABLE>
<CAPTION>
Name and Principal Business Present Principal Employment, if
Address; Citizenship Position with VNU not Stated at Left
---------------------------- ----------------- --------------------------------
<S> <C> <C>
Piet A.W. Roef Chairman of the Supervisory Board
Ge van Schaik Vice Chairman of the Supervisory
Board
Peter J. van Dun Supervisory Director
Aad G. Jacobs Supervisory Director
Frank L.V. Meysman Supervisory Director Director and Executive Vice
(citizen of Belgium) President of Sara Lee
Corporation, Chicago, Illinois
(consumer products)
Lien M.W.M. Vos-van Gortel Supervisory Director Member, Council of State (The
Netherlands)
Joep L. Brentjens Chairman of the Executive Board
of Directors
Rob F. van den Bergh Vice Chairman of the Executive
Board of Directors
Frans J.G.M. Cremers Executive Director
Gerald S. Hobbs Executive Director
(citizen of USA)
Michael M.I. Cohen de Lara Secretary to the Board
</TABLE>
Page 13
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE
----------- -----
1. Joint Filing Agreement between NMR and VNU dated December 31, 1999
2. Operating Agreement between the Issuer and NMR dated as of August 15,
1999 (incorporated herein by reference to Exhibit 10.9 of the Issuer's
Registration Statement on Form S-1/A No. 333-87717, dated October 20,
1999)
3. Common Stock Purchase Warrant issued to NMR, expiring December 31,
2001 (incorporated herein by reference to Exhibit 10.10 of the
Issuer's Registration Statement on Form S-1/A No. 333-87717, dated
October 20, 1999)
4. Common Stock Purchase Warrant issued to NMR, expiring December 31,
2004 (incorporated herein by reference to Exhibit 10.11 of the
Issuer's Registration Statement on Form S-1/A No. 333-87717, dated
October 20, 1999)
5. Second Restated Rights Agreement dated September 22, 1999
(incorporated herein by reference to Exhibit 4.1 of the Issuer's
Registration Statement on Form S-1 No. 333-87717, dated September 24,
1999)
6. Series C Preferred Stock Purchase Agreement dated as of August 5, 1999
(incorporated herein by reference to Exhibit 10.7 of the Issuer's
Registration Statement on Form S-1 No. 333-87717, dated September 24,
1999)
7. Series D Preferred Stock Purchase Agreement dated as of September 22,
1999 (incorporated herein by reference to Exhibit 10.8 of the Issuer's
Registration Statement on Form S-1 No. 333-87717, dated September 24,
1999)
8. Agreement between the Issuer and NMR dated November 9, 1999
(incorporated herein by reference to Exhibit 4.4 of the Issuer's
Registration Statement on Form S-1/A No. 333-87717, dated November 15,
1999)
9. Closing Agreement between the Issuer and NMR dated December 21, 1999
10. Second Restated Stockholders Agreement dated September 22, 1999
(incorporated herein by reference to Exhibit 4.2 of the Issuer's
Registration Statement on Form S-1 No. 333-87717, dated September 24,
1999)
Page 14
<PAGE>
11. Revolving Credit Facility Agreement, dated as of August 15, 1999 among
VNU, VNU Ireland, ABN-AMRO Bank N.V., Merrill Lynch International and
Merrill Lynch Capital Corporation (incorporated herein by reference to
Exhibit 99(b) to the Schedule 14D-1 filed by Niner Acquisition, Inc.,
VNU USA, Inc. and VNU N.V. on August 20, 1999 with respect to NMR
(File No. 011-12275))
Page 15
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13D dated
December 31, 1999 with respect to the Common Stock of NetRatings, Inc. is, and
any amendments hereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13(d)-1(f) under the Securities Exchange Act of 1934, as amended.
Dated: December 31, 1999
NIELSEN MEDIA RESEARCH, INC.
By: /s/ John A. Dimling
-------------------------------
Name: John A. Dimling
Title: President and
Chief Executive Officer
VNU N.V.
By: /s/ Gerald S. Hobbs
-------------------------------
Name: Gerald S. Hobbs
Title: Director
Page 16
Exhibit 9
CLOSING AGREEMENT
BETWEEN
NETRATINGS, INC. AND NIELSEN MEDIA RESEARCH, INC.
This Agreement dated December 21, 1999 (the "Closing Agreement") sets forth
the closing procedures for the additional investment in NetRatings, Inc.
("NTRT") by Nielsen Media Research, Inc. ("NMR") pursuant to the Top-Off Notice
from NMR to NTRT dated October 26, 1999, NMR's exercise of two Common Stock
Purchase Warrants dated August 15, 1999 (the "Warrants") and the Agreement dated
November 9, 1999 between NTRT and NMR (the "November Agreement").
NTRT and NMR agree as follows:
1. The Control Date as defined in the November Agreement has occurred.
2. NMR has exercised the Top-Off Right pursuant to the Top-Off Notice.
3. NMR has exercised the Warrants by submitting them for exercise in
accordance with their terms.
4. Pursuant to the Top-Off Right, the following shareholders of NTRT (the
"Individual Holders") have agreed to sell the following number of shares to
NTRT, and NTRT will reissue said shares to NMR:
Simon Chen 75,000
Robert Hooven 24,350
Wilber T. Hooven, III 15,262
Susan Kurze 750
Tim Meadows 89,271
David G. Norman (Jr.) 5,000
Janice/Daniel Norman 1,600
Jack Serfass 35,000
Swiss Family Klein, Ltd. 18,314
Dave Toth 296,814
Wilmont Living Trust 34,194
--------
595,555
5. On the date hereof (the "Closing Date"), NMR has paid NTRT $235,857,564
by wire transfer in consideration for the issuance to NMR, pursuant to the
Warrant exercise and the Top-Off Right, of 16,592,794 shares of Common Stock of
NTRT.
6. On the Closing Date, NTRT has instructed its transfer agent to issue, as
soon as practicable, a stock certificate to NMR for 17,188,349 shares of Common
Stock of NTRT (which includes the shares described in paragraphs 5 and 8).
<PAGE>
7. As of the Closing Date, accordingly, NMR has become the beneficial owner
of said 17,188,349 shares.
8. The law firm of Gray, Cary, Ware & Friedenrich ("Gray, Cary") has agreed
to serve as escrow agent for the closing of the 595,555 shares to be sold to NMR
by the Individual Holders. On the date hereof, NMR has remitted $10,124,435 by
wire transfer to Gray, Cary to be held against receipt of the shares from each
Individual Holder. Gray, Cary will pay each holder $17.00 per share for the
shares submitted upon receipt from said Individual Holder of the full amount of
shares to be sold by him or her.
9. The Closing Date shall be deemed the "Closing" for purpose of the
resolutions of the Board of Directors of NTRT adopted by unanimous written
consent on December 20, 1999 electing the NMR Nominees (as defined in said
resolutions) to the Board of NTRT, and the NMR Nominees are thereby elected as
of the date hereof.
10. Capitalized terms not defined herein shall have the meanings assigned
to them in the November Agreement.
NetRatings, Inc. Nielsen Media Research, Inc.
By: /s/ Jack Lazar By: /s/ Stephen J. Boatti
--------------------------------- --------------------------------------
Name: Jack Lazar Name: Stephen J. Boatti
Title: Vice President and Title: Senior Vice President and
Chief Financial Officer Chief Legal Officer
2
