<PAGE>
As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIA METRIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3374729
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
35 EAST 21ST STREET
NEW YORK, NEW YORK 10010
(212) 460-7980
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MEDIA METRIX, INC. STOCK OPTION PLAN
MEDIA METRIX, INC. 1998 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED STOCK OPTION AGREEMENT WITH MARY ANN PACKO
AMENDED AND RESTATED STOCK OPTION AGREEMENT WITH STEVE COFFEY
(full title of the plans)
-----------
TOD JOHNSON
MEDIA METRIX, INC.
35 EAST 21ST STREET
NEW YORK, NEW YORK 10010
(212) 460-7980
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-----------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
RICHARD H. GILDEN, ESQ.
STEVEN I. SUZZAN, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
-----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
TITLE OF SECURITIES PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
============================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK $.01 PAR value
PER SHARE............. 1,970,610 SHARES $37.94 $74,760,016.88 $20,784
============================================================================================================================
</TABLE>
(1) THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(H)(1) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING
THE REGISTRATION FEE, BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF
THE COMMON STOCK AS REPORTED ON THE NASDAQ NATIONAL MARKET ON JUNE 18,
1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Media Metrix, Inc. (the "Company") are
incorporated herein by reference:
(a) The Company's prospectus dated May 7, 1999 containing audited financial
statements for the fiscal year ended December 31, 1998 and unaudited financial
statements for the fiscal quarter ended March 31, 1999.
(b) The description of the Company's Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A dated May 3, 1999.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers and employees of a corporation
under certain conditions and subject to certain limitations. The Certificate of
Incorporation and By-laws of the Company provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware Law, including those circumstances in which indemnification would
otherwise be discretionary, subject to certain exceptions. The By-laws also
provide that the Company shall advance expenses to directors and officers
incurred in connection with an action
II-1
<PAGE>
or proceeding as to which they may be entitled to indemnification, subject to
certain exceptions. In addition, the Company has entered into Indemnity
Agreements with its directors and officers providing for the maximum
indemnification allowed by Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4(a)* Amended and Restated Certificate of Incorporation of Media Metrix,
Inc.
(b)* Amended and Restated Bylaws of Media Metrix, Inc.
(c)* Media Metrix, Inc. Stock Option Plan
(d)* Media Metrix, Inc. 1998 Equity Incentive Plan
(e) Amended and Restated Stock Option Agreement with Mary Ann Packo
dated October 2, 1998
(f) Amended and Restated Stock Option Agreement with Steve Coffey dated
October 2, 1998
5 Opinion of Fulbright & Jaworski L.L.P.
23(a) Consent of Ernst & Young LLP
(b) Consent of PricewaterhouseCoopers LLP
(c) Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
24 Power of Attorney (included in signature page)
* Incorporated by reference to Media Metrix, Inc.'s Registration Statement
on Form S-1 (File No. 333-72883), as amended.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person of the registrant in
connection with the securities being registered, the
II-3
<PAGE>
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica tion
by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on June 18, 1999.
MEDIA METRIX, INC.
By: /s/ TOD JOHNSON
-----------------------
Tod Johnson
Chief Executive Officer
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints TOD JOHNSON and THOMAS A. LYNCH, or
either of them, his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratif ying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ TOD JOHNSON Chief Executive Officer June 18, 1999
- -------------------------------- and Chairman of the Board
Tod Johnson (Principal Executive Officer)
/s/ THOMAS A. LYNCH Chief Financial Officer, June 18, 1999
- -------------------------------- Secretary and Treasurer
Thomas A. Lynch (Principal Financial and
Accounting Officer)
/s/ JEFFREY C. LEVY Vice Chairman and Director June 18, 1999
- --------------------------------
Jeffrey C. Levy
/s/ MICHAEL C. BROOKS Director June 18, 1999
- --------------------------------
Michael C. Brooks
/s/ WILLIAM W. HELMAN Director June 18, 1999
- --------------------------------
William W. Helman
/s/ STIG KRY Director June 18, 1999
- --------------------------------
Stig Kry
/s/ JAMES MORTENSEN Director June 18, 1999
- --------------------------------
James Mortensen
II-6
<PAGE>
Exhibit 4(e)
MEDIA METRIX, INC.
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
AGREEMENT made as of the 2nd day of October, 1998, by and between
MEDIA METRIX, INC., a Delaware corporation (the "Company") and Mary Ann Packo
(the "Optionee").
W I T N E S S E T H
WHEREAS, PC Meter, L.P. (the "Partnership"), the Company's
predecesor, granted to the Optionee on July 1, 1996 (the "Original Grant Date"),
an option (the "Original Option") to purchase 1,200 Class B limited partnership
units; and
WHEREAS, upon the consummation of the Partnership and the Company,
the Original Option was converted into an option to purchase 15,300 shares of
common stock, $.01 par value, of the Company (the "Common Stock") at a purchase
price per share of $1.00;
WHEREAS, in connection with the transactions contemplated by the
Agreement and Plan of Reorganization between the Company and RelevantKnowledge,
Inc. dated as of September 30, 1998, the Company has decided to amend its
outstanding options to grant to its option holders more favorable terms by
amending the provisions regarding the exercisability of options; and
WHEREAS, the Company and Optionee wish to amend and restate the
Original Option to reflect such changes in the provisions of the option.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT. The Company hereby affirms the grant to the Optionee of an
option to purchase 15,300 shares of Common Stock on July 1, 1996, at a purchase
price per share of $1.00. This option is intended to be treated as an option
that qualifies as an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. RESTRICTIONS ON EXERCISABILITY. Except as specifically provided
otherwise herein, the option will become exercisable in accordance with the
following schedule based upon the period of the Optionee's continuous employment
or service with the Company or a subsidiary thereof following the Original Grant
Date:
-1-
<PAGE>
<TABLE>
<CAPTION>
Period Incremental Cumulative
of Continuous Percentage Percentage
Employment/ of Option of Option
Service Exercisable Exercisable
------------- ----------- -----------
<S> <C> <C>
Less than 1 year 0% 0%
1 year 33 1/3 % 33 1/3 %
2 years 33 1/3% 66 2/3%
3 years or more 33 1/3 % 100%
</TABLE>
If the Optionee performs services for the Company or a subsidiary thereof in a
capacity other than as a director or employee, then, for purposes hereof, those
services will be deemed to be continuous until they are terminated, and they
will be deemed to be terminated at the time provided therefor in the consulting
or other agreement governing the performance of such services or, if there is no
such agreement, at the time the Company or such subsidiary notifies the Optionee
that it no longer contemplates the utilization of such services. Unless sooner
terminated, the option will expire if and to the extent it is not exercised
within ten years from the date hereof.
3. EXERCISE. Only the portion of the option that has vested may be
exercised. The option may be exercised in whole or in part in accordance with
the above schedule by delivering to the Secretary of the Company (a) a written
notice specifying the number of shares to be purchased, and (b) payment in full
of the exercise price, together with the amount, if any, deemed necessary by the
Company to enable it to satisfy any income tax withholding obligations with
respect to the exercise (unless other arrangements acceptable to the Company are
made for the satisfaction of such withholding obligations).
4. PAYMENT OF EXERCISE PRICE. The exercise price shall be payable in
cash or by bank or certified check. The Company may (in its sole and absolute
discretion) permit all or part of the exercise price to be paid with
previously-owned shares of Common Stock, or in installments (together with
interest) over a period of not more than five years, evidenced by the Optionee's
secured promissory note.
5. RIGHTS AS STOCKHOLDER. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to the Optionee. Except as otherwise
provided herein, no adjustment shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
6. NONTRANSFERABILITY. The option is not assignable or transferable
except upon the Optionee's death to a beneficiary designated by the Optionee or,
if no designated beneficiary shall
-2-
<PAGE>
survive the Optionee, pursuant to the Optionee's will and/or the laws of descent
and distribution. During an Optionee's lifetime, the option may be exercised
only by the Optionee or the Optionee's guardian or legal representative.
7. TERMINATION OF SERVICE, DISABILITY OR DEATH. Unless otherwise
determined by the Board, if the Optionee's employment or service with the
Company is terminated for any reason other than death or disability (as defined
below), then each outstanding option granted to him or her under the Plan will
terminate on the date three months after the date of such termination of
employment or service, provided, however, that, if the Optionee's employment or
service is terminated by the Company for cause (defined below), then the option
will terminate upon the date of such termination of employment or service. If
the Optionee's employment or service is terminated by reason of the Optionee's
death or disability, then each outstanding option granted to the Optionee under
the Plan that is not then vested shall terminate immediately and each option
that is then vested will terminate on the date one year after the date of such
termination of employment or service. If the Optionee's employment or service is
terminated by reason of his or her disability and the Optionee dies within one
year after such termination of employment or service, then each option that is
vested on the date of termination will terminate on the first anniversary of the
later death of the disabled Optionee. For purposes hereof, the term "disability"
means the inability of the Optionee to perform the customary duties of the
Optionee's employment or other service for the Company by reason of a physical
or mental incapacity that is expected to result in death or be of indefinite
duration; and the term "cause" means (a) the Optionee's failure or refusal to
perform the duties of the Optionee's employment with the Company, (b) the
Optionee's commission of a crime involving moral turpitude, (c) the Optionee's
conviction for commission of a felony, (d) any attempt by the Optionee to
improperly secure any personal profit in connection with the business of the
Company or (e) the Optionee's dishonesty or willful engagement in conduct that
is injurious to the business or reputation of the Company, all as determined by
the Board in its sole discretion.
8. OTHER PROVISIONS. Notwithstanding anything herein to the
contrary, the option may not be exercised unless and until the Optionee complies
with all conditions the Board of Directors may impose in connection with federal
or state securities laws, as it may deem necessary or advisable. As a condition
of the option grant hereunder, the Optionee represents that the Optionee is
acquiring the option and any stock upon the exercise hereof, for investment only
and not with a view toward the distribution thereof.
9. CAPITAL CHANGES, REORGANIZATION, SALE.
(b) In the event of a Recapitalization (as defined below) the
number and class of shares and the exercise price per share of stock covered by
this option shall all be proportionately adjusted to reflect such
Recapitalization, in each case as determined by the Board in its sole
discretion. If by reason of a Recapitalization, the Optionee becomes entitled to
exercise this option with respect to new, additional or different shares of
stock or other securities, the option and such new, additional or different
shares or other securities shall be subject to all of the conditions
-3-
<PAGE>
which were applicable prior to such Recapitalization. "Recapitalization" means
any increase or reduction in the number of shares of Common Stock or securities
of the Company or the exchange or conversion of Common Stock or securities of
the Company for a different number or kind of shares of stock or other
securities, in any case, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, distribution, split or reverse split,
combination or exchange of shares or securities or other similar event.
(b) In the event of any adjustment in the number of shares
covered by this option pursuant to the provisions hereof, any fractional shares
resulting from such adjustment will be disregarded and the option will cover
only the number of full shares resulting from the adjustment.
(c) All adjustments under this Section 9 shall be made by the
Board of Directors of the Company, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
10. NO EMPLOYMENT RIGHTS. Nothing in this agreement shall give the
Optionee any right to continue in the employ or service of the Company or a
subsidiary thereof, or interfere in any way with the right of the Company or a
subsidiary thereof to terminate the employment or service of the Optionee.
11. PROVISIONS OF PLAN. The provisions of the Plan shall govern if
and to the extent that there are inconsistencies between those provisions and
the provisions hereof. The Optionee acknowledges receipt of a copy of the Plan
prior to the execution of this agreement.
12. ADMINISTRATION. The Board of Directors of the Company will have
full power and authority to interpret and apply the provisions of this agreement
and its decision as to any matter arising under this agreement shall be binding
and conclusive as to all persons.
13. GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of New York. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
-4-
<PAGE>
IN WITNESS WHEREOF, this agreement has been executed as of the date
first above written.
MEDIA METRIX, INC.
/s/ TOD JOHNSON
---------------------------------
By: Tod Johnson
/s/ MARY ANN PACKO
---------------------------------
Optionee
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<PAGE>
Exhibit 4(f)
MEDIA METRIX, INC.
AMENDED AND RESTATED
STOCK OPTION AGREEMENT
AGREEMENT made as of the 2nd day of October, 1998, by and between
MEDIA METRIX, INC., a Delaware corporation (the "Company") and Steve Coffey (the
"Optionee").
W I T N E S S E T H
WHEREAS, PC Meter, L.P. (the "Partnership"), the Company's
predecesor, granted to the Optionee on July 1, 1996 (the "Original Grant Date"),
an option (the "Original Option") to purchase 1,200 Class B limited partnership
units; and
WHEREAS, upon the consummation of the Partnership and the Company,
the Original Option was converted into an option to purchase 15,300 shares of
common stock, $.01 par value, of the Company (the "Common Stock") at a purchase
price per share of $1.00;
WHEREAS, in connection with the transactions contemplated by the
Agreement and Plan of Reorganization between the Company and RelevantKnowledge,
Inc. dated as of September 30, 1998, the Company has decided to amend its
outstanding options to grant to its option holders more favorable terms by
amending the provisions regarding the exercisability of options; and
WHEREAS, the Company and Optionee wish to amend and restate the
Original Option to reflect such changes in the provisions of the option.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT. The Company hereby affirms the grant to the Optionee of an
option to purchase 15,300 shares of Common Stock on July 1, 1996 at a purchase
price per share of $1.00. This option is intended to be treated as an option
that qualifies as an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. RESTRICTIONS ON EXERCISABILITY. Except as specifically provided
otherwise herein, the option will become exercisable in accordance with the
following schedule based upon the period of the Optionee's continuous employment
or service with the Company or a subsidiary thereof following the Original Grant
Date:
-1-
<PAGE>
<TABLE>
<CAPTION>
Period Incremental Cumulative
of Continuous Percentage Percentage
Employment/ of Option of Option
Service Exercisable Exercisable
------------- ----------- -----------
<S> <C> <C>
Less than 1 year 0% 0%
1 year 33 1/3 % 33 1/3 %
2 years 33 1/3% 66 2/3%
3 years or more 33 1/3 % 100%
</TABLE>
If the Optionee performs services for the Company or a subsidiary thereof in a
capacity other than as a director or employee, then, for purposes hereof, those
services will be deemed to be continuous until they are terminated, and they
will be deemed to be terminated at the time provided therefor in the consulting
or other agreement governing the performance of such services or, if there is no
such agreement, at the time the Company or such subsidiary notifies the Optionee
that it no longer contemplates the utilization of such services. Unless sooner
terminated, the option will expire if and to the extent it is not exercised
within ten years from the date hereof.
3. EXERCISE. Only the portion of the option that has vested may be
exercised. The option may be exercised in whole or in part in accordance with
the above schedule by delivering to the Secretary of the Company (a) a written
notice specifying the number of shares to be purchased, and (b) payment in full
of the exercise price, together with the amount, if any, deemed necessary by the
Company to enable it to satisfy any income tax withholding obligations with
respect to the exercise (unless other arrangements acceptable to the Company are
made for the satisfaction of such withholding obligations).
4. PAYMENT OF EXERCISE PRICE. The exercise price shall be payable in
cash or by bank or certified check. The Company may (in its sole and absolute
discretion) permit all or part of the exercise price to be paid with
previously-owned shares of Common Stock, or in installments (together with
interest) over a period of not more than five years, evidenced by the Optionee's
secured promissory note.
5. RIGHTS AS STOCKHOLDER. No shares of Common Stock shall be sold or
delivered hereunder until full payment for such shares has been made (or, to the
extent payable in installments, provided for). The Optionee shall have no rights
as a stockholder with respect to any shares covered by the option until a stock
certificate for such shares is issued to the Optionee. Except as otherwise
provided herein, no adjustment shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.
6. NONTRANSFERABILITY. The option is not assignable or transferable
except upon the Optionee's death to a beneficiary designated by the Optionee or,
if no designated beneficiary shall
-2-
<PAGE>
survive the Optionee, pursuant to the Optionee's will and/or the laws of descent
and distribution. During an Optionee's lifetime, the option may be exercised
only by the Optionee or the Optionee's guardian or legal representative.
7. TERMINATION OF SERVICE, DISABILITY OR DEATH. Unless otherwise
determined by the Board, if the Optionee's employment or service with the
Company is terminated for any reason other than death or disability (as defined
below), then each outstanding option granted to him or her under the Plan will
terminate on the date three months after the date of such termination of
employment or service, provided, however, that, if the Optionee's employment or
service is terminated by the Company for cause (defined below), then the option
will terminate upon the date of such termination of employment or service. If
the Optionee's employment or service is terminated by reason of the Optionee's
death or disability, then each outstanding option granted to the Optionee under
the Plan that is not then vested shall terminate immediately and each option
that is then vested will terminate on the date one year after the date of such
termination of employment or service. If the Optionee's employment or service is
terminated by reason of his or her disability and the Optionee dies within one
year after such termination of employment or service, then each option that is
vested on the date of termination will terminate on the first anniversary of the
later death of the disabled Optionee. For purposes hereof, the term "disability"
means the inability of the Optionee to perform the customary duties of the
Optionee's employment or other service for the Company by reason of a physical
or mental incapacity that is expected to result in death or be of indefinite
duration; and the term "cause" means (a) the Optionee's failure or refusal to
perform the duties of the Optionee's employment with the Company, (b) the
Optionee's commission of a crime involving moral turpitude, (c) the Optionee's
conviction for commission of a felony, (d) any attempt by the Optionee to
improperly secure any personal profit in connection with the business of the
Company or (e) the Optionee's dishonesty or willful engagement in conduct that
is injurious to the business or reputation of the Company, all as determined by
the Board in its sole discretion.
8. OTHER PROVISIONS. Notwithstanding anything herein to the
contrary, the option may not be exercised unless and until the Optionee complies
with all conditions the Board of Directors may impose in connection with federal
or state securities laws, as it may deem necessary or advisable. As a condition
of the option grant hereunder, the Optionee represents that the Optionee is
acquiring the option and any stock upon the exercise hereof, for investment only
and not with a view toward the distribution thereof.
9. CAPITAL CHANGES, REORGANIZATION, SALE.
(c) In the event of a Recapitalization (as defined below) the
number and class of shares and the exercise price per share of stock covered by
this option shall all be proportionately adjusted to reflect such
Recapitalization, in each case as determined by the Board in its sole
discretion. If by reason of a Recapitalization, the Optionee becomes entitled to
exercise this option with respect to new, additional or different shares of
stock or other securities, the option and such new, additional or different
shares or other securities shall be subject to all of the conditions
-3-
<PAGE>
which were applicable prior to such Recapitalization. "Recapitalization" means
any increase or reduction in the number of shares of Common Stock or securities
of the Company or the exchange or conversion of Common Stock or securities of
the Company for a different number or kind of shares of stock or other
securities, in any case, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, distribution, split or reverse split,
combination or exchange of shares or securities or other similar event.
(b) In the event of any adjustment in the number of shares
covered by this option pursuant to the provisions hereof, any fractional shares
resulting from such adjustment will be disregarded and the option will cover
only the number of full shares resulting from the adjustment.
(c) All adjustments under this Section 9 shall be made by the
Board of Directors of the Company, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
10. NO EMPLOYMENT RIGHTS. Nothing in this agreement shall give the
Optionee any right to continue in the employ or service of the Company or a
subsidiary thereof, or interfere in any way with the right of the Company or a
subsidiary thereof to terminate the employment or service of the Optionee.
11. PROVISIONS OF PLAN. The provisions of the Plan shall govern if
and to the extent that there are inconsistencies between those provisions and
the provisions hereof. The Optionee acknowledges receipt of a copy of the Plan
prior to the execution of this agreement.
12. ADMINISTRATION. The Board of Directors of the Company will have
full power and authority to interpret and apply the provisions of this agreement
and its decision as to any matter arising under this agreement shall be binding
and conclusive as to all persons.
13. GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of New York. This agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and may not be modified except by written instrument executed by the
parties.
-4-
<PAGE>
IN WITNESS WHEREOF, this agreement has been executed as of the date
first above written.
MEDIA METRIX, INC.
/s/ TOD JOHNSON
---------------------------------
By: Tod Johnson
/s/ STEVE COFFEY
---------------------------------
Optionee
-5-
<PAGE>
Exhibit 5
[Letterhead of Fulbright & Jaworski L.L.P.]
June 18, 1999
Media Metrix, Inc.
35 East 21st Street
New York, New York 10010
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Media Metrix, Inc.
(the "Company"), relating to an aggregate of 1,970,610 shares of the Company's
Common Stock, $.01 par value per share (the "Shares"), to be issued under the
Media Metrix, Inc. Stock Option Plan, as amended, the Media Metrix 1998 Equity
Incentive Plan, the Amended and Restated Stock Option Agreement with Mary Ann
Packo and the Amended and Restated Stock Option Agreement with Steve Coffey
(each, a "Plan").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the applicable Plan and that the Shares being registered pursuant to
the Registration Statement, when issued and paid for under the applicable Plan
in accordance with the terms of the applicable Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Media Metrix, Inc. Stock Option Plan, Media Metrix, Inc.
1998 Equity Incentive Plan, Amended and Restated Stock Option Agreement with
Mary Ann Packo and Amended and Restated Stock Option Agreement with Steve Coffey
of Media Metrix, Inc. of our report dated February 22, 1999, except for the
first paragraph of Note 1 - Organization as to which the date is May 5, 1999,
with respect to the financial statements of Media Metrix, Inc. included in its
prospectus (dated May 7, 1999) for the registration of 3,000,000 shares of its
common stock, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 18, 1999
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Media Metrix, Inc. on Form S-8 of our report dated April 8, 1999, on our
audits of the financial statements of RelevantKnowledge, Inc.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
June 18, 1999
