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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDIA METRIX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-3374729
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(State of incorporation or organization (I.R.S. Employer
Identification No.)
35 East 21st Street
New York, New York 10010
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and Exchange Act and is effective
is effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check A.(d), please check the following
the following box. / / box. / /
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: 333-72883
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock is set forth under the caption
"Description of Capital Stock" as contained in the Prospectus forming part of
Amendment No. 3 to the Registration Statement on Form S-1 filed under the
Securities Act of 1933, as amended (the "Act"), with the Securities and
Exchange Commission on April 16, 1999, Registration No. 333-72883 (the
"Registration Statement") on behalf of Media Metrix, Inc. (the "Registrant"),
which is hereby incorporated herein by reference for all purposes.
ITEM 2. EXHIBITS
1. Certificate of Incorporation of the Registrant, incorporated herein
by reference to Exhibit 3.1 of the Registration Statement.
2. Certificate of Amendment to the Certificate of Incorporation of the
Registrant, incorporated herein by reference to Exhibit 3.2 of the
Registration Statement.
3. Form of Amended and Restated Certificate of Incorporation to be in
effect upon the closing of the offering, incorporated herein by
reference to Exhibit 3.3 of the Registration Statement.
4. Bylaws of the Registrant, incorporated herein by reference to
Exhibit 3.4 of the Registration Statement.
5. Form of Amended and Restated Bylaws to be in effect upon the closing
of the offering, incorporated herein by reference to Exhibit 3.5 of
the Registration Statement.
6. Specimen of the Common Stock Certificate of the Registrant,
incorporated herein by reference to Exhibit 4.7 of the Registration
Statement.
7. Registration Rights Agreement dated as of November 5, 1998 by and
among Media Metrix, Inc. and the Stockholders listed on Schedule 1
thereto, incorporated herein by reference to Exhibit 4.2 of the
Registration Statement.
The Registrant hereby further incorporates by reference the description
of the Common Stock included in any form of prospectus subsequently filed by
the Registrant pursuant to Rule 424(b) under the Act.
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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.
MEDIA METRIX, INC.
By: /s/ Tod Johnson
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Tod Johnson
Chairman of the Board and Chief Executive Officer
Dated: April 30, 1999
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