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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Media Metrix, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
33388751
(CUSIP Number)
Alan Shapiro
627 Broadway
New York, NY 10012
(212) 780-6060
with a copy to:
Eric Simonson
Brobeck Phleger & Harrison
1633 Broadway, 47th Floor
New York, NY 10019
(212) 581-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 2000
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
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(Continued on following pages)
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CUSIP NO. 33388751 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jupiter Communications, Inc.
I.R.S. I.D. # 11-3497726
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/ (b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER ---------
OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
7,149,773
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9 SOLE DISPOSITIVE POWER
-------
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10 SHARED DISPOSITIVE POWER
-------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,149,773
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 - 36%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Jupiter Communications, Inc. that it is the
beneficial owner of any of the Common Stock of Media Metrix, Inc. referred to
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, par value
$.01 per share (the "Issuer Common Stock"), of Media Metrix, Inc., a Delaware
corporation (the "Issuer" or "Media Metrix"). The principal executive offices of
the Issuer are located at 250 Park Avenue South, 7th Floor, New York, NY 10003.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this statement is Jupiter Communications,
Inc., a Delaware corporation ("Jupiter").
(b) The address of the principal office and principal business of Jupiter
is 627 Broadway, New York, NY 10012.
(c) Jupiter is a leading provider of research on Internet commerce.
Jupiter's research, which is focused solely on the global Internet economy,
provides clients with comprehensive views of industry trends, forecasts, and
best practices. Jupiter is based in New York City, with operations in London,
Munich, San Francisco, Stockholm, Sydney and Tokyo. The directors and executive
officers of Jupiter and their principal occupations are listed on Schedule A.
(d) During the past five years, neither Jupiter nor, to Jupiter's
knowledge, any person named in Schedule A to this Statement, has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither Jupiter nor, to Jupiter's
knowledge, any person named in Schedule A to this Statement, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth or incorporated by reference in Items 4 and 5
is hereby incorporated herein by reference.
Pursuant to an Agreement and Plan of Merger, dated as of June 26, 2000
(the "Merger Agreement"), by and among Jupiter, MMX Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Media Metrix ("Merger Sub"),
and the Issuer, and subject to the conditions set forth therein (including
approval by stockholders of Jupiter and the Issuer), Merger Sub will be merged
with and into Jupiter (the "Merger"), with each share of Jupiter Common Stock
being converted into the right to receive 0.946 shares of Issuer Common Stock
(the "Exchange Ratio"). The Merger is subject to the approval of the Merger
Agreement by the Issuer's stockholders and Jupiter's stockholders, and any other
required regulatory approvals, and the satisfaction or waiver of certain other
conditions as more fully described in the Merger
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Agreement. The foregoing summary of the Merger is qualified in its entirety by
reference to the copy of the Merger Agreement included as Exhibit 1 to this
Schedule 13D and incorporated herein in its entirety by reference.
In order to facilitate the transactions contemplated by the Merger
Agreement, Jupiter has also entered into a Voting Agreement, dated as of June
26, 2000 (the "Voting Agreement"), with certain stockholders of the Issuer named
therein (collectively, the "Stockholders"). Pursuant to the terms of the Voting
Agreement, the Stockholders have agreed, and have granted an Irrevocable Proxy
to vote such Stockholder's shares, among other things, (i) to vote all of the
shares of Issuer Common Stock beneficially owned by them in favor of (a) the
Merger and the Merger Agreement and any other matter necessary for the
consummation of the Merger, (b) against any Competing Transaction (as defined in
the Merger Agreement), and (c) against any proposed action or transaction that
would result in a breach of any representation, warranty, covenant or agreement
of Media Metrix under the Merger Agreement or result in certain of the
conditions contained in the Merger Agreement becoming incapable of fulfillment
or that would otherwise prevent, interfere with, frustrate or delay consummation
of the Merger and (ii) except as contemplated in the Voting Agreement, not to
transfer, sell, pledge, assign or otherwise dispose of (including by gift) such
shares. The Voting Agreement terminates upon the earliest to occur of (x) the
effective time of the Merger (the "Effective Time"), (y) three months after
Jupiter's termination of the Merger Agreement under certain conditions specified
in the Voting Agreement, or (z) the date the Merger Agreement is terminated by
either party pursuant to any other provision therein. Jupiter did not pay
additional consideration to any Stockholder in connection with the execution and
delivery of the Voting Agreement.
Jupiter does not have any direct or indirect ownership or incidence of
ownership with respect to any shares of Issuer Common Stock or any other
securities of Issuer pursuant to the Voting Agreement. Accordingly, Jupiter
expressly disclaims beneficial ownership of all such shares or other securities.
References to, and descriptions of, the Merger Agreement and the Voting
Agreement as set forth above in this Item 3 are qualified in their entirety by
reference to the copies of the Merger Agreement (including exhibits thereto) and
the Voting Agreement included as Exhibits 1 and 2, respectively, to this
Schedule 13D, and are incorporated in this Item 3 in their entirety where such
references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated by reference in Items 2, 3
and 5 is hereby incorporated herein by reference.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly owned subsidiary of Media Metrix, with and into
Jupiter in a statutory merger pursuant to the Delaware General Corporation Law.
At the Effective Time, the separate existence of Merger Sub will cease to exist
and Jupiter will continue as the surviving corporation and as a wholly owned
subsidiary of Media Metrix (the "Surviving Corporation"). Holders of outstanding
Jupiter Common Stock will receive, in exchange for each share of Jupiter Common
Stock held by them, 0.946 shares of Issuer Common Stock. Media Metrix will
assume Jupiter's
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1997 Employee Stock Option Plan and 1999 Stock Incentive Plan as well as the
outstanding options issued under such plans.
As an inducement to Jupiter to enter into the Merger Agreement, the
Stockholders have entered into the Voting Agreement and (pursuant to the terms
of the Irrevocable Proxy executed in connection therewith) have irrevocably
appointed certain officers of Jupiter (or any nominee thereof) as his, hers or
its lawful attorney and proxy. Such proxy gives Jupiter the limited right to
vote each of the 7,149,773 shares of Issuer Common Stock beneficially and
collectively owned by the Stockholders in matters related to the Merger, as more
fully described in Item 3. The shared voting power with the certain shareholders
of Issuer relates to such 7,149,773 shares of Issuer Common Stock (the
"Shares"). The Stockholders and the number of shares beneficially owned by each
of them is set forth on Schedule B hereto which is hereby incorporated by this
reference. The foregoing summary of the Voting Agreement is qualified in its
entirety by reference to the copy of the form of Voting Agreement included as
Exhibit 2 to this Schedule 13D and incorporated herein in its entirety by
reference.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the Issuer shall be
the following nine persons: (i) one Media Metrix Designee (as defined below) and
two Jupiter Designees (as defined below), who shall be assigned to the class of
directors whose term of office expires at Media Metrix's first annual meeting of
stockholders after the Effective Time, (ii) two Media Metrix Designees and one
Jupiter Designee, who shall be assigned to the class of directors whose term of
office expires at Media Metrix's second annual meeting of stockholders after the
Effective Time and (iii) two Media Metrix Designees and one Jupiter Designee,
who shall be assigned to the class of directors whose term of office expires at
Media Metrix's third annual meeting of stockholders after the Effective Time.
The Board of Directors of Media Metrix also shall appoint, effective
immediately following the Effective Time, (i) Gene DeRose as Vice Chairman and
President of Media Metrix, (ii) Kurt Abrahamson and Mary Ann Packo as Co-Chief
Operating Officers of Media Metrix (and each shall continue following the
Effective Time to serve as President of his or her operating division), and
(iii) Jean Robinson as Executive Vice President, Business Development of Media
Metrix. Following the Effective Time, Tod Johnson shall continue to serve as
Chairman and Chief Executive Officer of Media Metrix and Thomas Lynch shall
continue to serve as Chief Financial Officer of Media Metrix. "Media Metrix
Designees" shall mean those persons designated by Media Metrix, and "Jupiter
Designees" shall mean those persons designated by Jupiter (any of the foregoing,
whether designated by Media Metrix or Jupiter, a "Designee").
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Upon consummation of the Merger, Jupiter would become a wholly owned
subsidiary of Media Metrix.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
Issuer shall be amended so as to increase the number of authorized shares of
Issuer's Common Stock until
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thereafter amended as provided by Delaware Law and such Certificate of
Incorporation. Upon consummation of the Merger, the Bylaws of Issuer, as in
effect immediately prior to the Merger, shall be amended to provide that
vacancies on the Board of Directors of Issuer created by the cessation of
service of a Jupiter Designee or Media Metrix Designee, as the case may be,
shall be filled by a person selected by a majority of such company's Designees
then serving on such Board of Directors, which bylaw may not be amended except
by vote of a majority of the entire Board of Directors or the stockholders of
Media Metrix.
(h) - (i) If the Merger is consummated as planned, the Jupiter Common Stock
will be deregistered under the Act and delisted from The Nasdaq Stock Market's
National Market.
(j) Other than described above, Jupiter currently has no plan or proposals
which relate to, or may result in, any of the matters listed in Items 4(a) - (j)
of Schedule 13D (although Jupiter reserves the right to develop such plans).
References to, and descriptions of, the Merger Agreement and the Voting
Agreement as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement (including exhibits thereto) and
the Voting Agreement included as Exhibits 1 and 2, respectively, to this
Schedule 13D, and are incorporated in this Item 4 in their entirety where such
references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 2, 3
and 4 is hereby incorporated herein by reference.
(a) - (b) The number of shares of Issuer Common Stock subject to the
Voting Agreement is 7,149,773 (representing approximately 36% of the voting
power of shares of Issuer Common Stock outstanding as of June 22, 2000,
according to the Merger Agreement).
By virtue of the Voting Agreement, Jupiter may be deemed to share with
the Stockholders the power to vote shares of Issuer Common Stock subject to the
Voting Agreement. Jupiter has shared power to vote all of the Shares for the
limited purposes described above. Jupiter does not have the sole power to vote
or to direct the vote or to dispose or to direct the disposition of any shares
of Issuer Common Stock. Furthermore, Jupiter (i) is not entitled to any rights
as a stockholder of Issuer as to the Shares covered by the Voting Agreement and
(ii) disclaims any beneficial ownership of the shares of Issuer Common stock
which are covered by the Voting Agreement. To the knowledge of Jupiter, no
shares of Issuer Common Stock are beneficially owned by any of the persons named
in Schedule A.
(c) Neither Jupiter nor, to the knowledge of Jupiter, any person named in
Schedule A, has effected any transaction in the Issuer Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
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References to, and descriptions of, the Merger Agreement and the Voting
Agreement as set forth above in this Item 5 are qualified in their entirety by
reference to the copies of the Merger Agreement (including exhibits thereto) and
the Voting Agreement included as Exhibits 1 and 2, respectively, to this
Schedule 13D, and are incorporated in this Item 5 in their entirety where such
references and descriptions appear.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 3
through 5 is hereby incorporated herein by reference. Copies of the Merger
Agreement (including exhibits thereto) and the Voting Agreement are included as
Exhibits 1 and 2, respectively, to this Schedule 13D.
Other than the Merger Agreement and the Voting Agreement, to the
knowledge of Jupiter, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of June 26, 2000, by
and among Media Metrix, Inc., a Delaware corporation, MMX
Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Media Metrix, Inc., and Jupiter Communications,
Inc., a Delaware corporation.
2. Voting Agreement, dated as of June 26, 2000, by and among
Jupiter Communications, Inc., a Delaware corporation and
certain stockholders of Media Metrix, Inc., a Delaware
corporation.
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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.
Dated: July 6, 2000 By: /s/ Jean Robinson
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Jean Robinson,
Chief Financial Officer
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
JUPITER COMMUNICATIONS, INC.
<TABLE>
<CAPTION>
Present Principal
Occupation Including
Name and Title Name of Employer
-------------- ----------------
<S> <C>
Kurt Abrahamson Director of Jupiter Communications, Inc. and President and
(Term expires 2003) Chief Operating Officer of Jupiter Communications, Inc.
Kurt Andersen Director of Jupiter Communications, Inc. and Co-Chairman of
(Term expires 2001) Powerful Media, Inc.
Jeffrey Ballowe Director of Jupiter Communications, Inc. and Chairman of the
(Term expires 2002) Board of Directors of deja.com
Joy Cerequas Vice President, Conferences of Jupiter Communications, Inc.
Gene DeRose Chief Executive Officer and Chairman of the Board of Directors
(Term expires 2002) of Jupiter Communications, Inc.
Robert Kavner Director of Jupiter Communications, Inc. and Vice-Chairman and
(Term expires 2001) General Partner of idealab!
Ken Male Vice President, Global Sales of Jupiter Communications, Inc.
Jean Robinson Chief Financial Officer of Jupiter Communications, Inc.
Peter Storck Senior Vice President, Research of Jupiter Communications, Inc.
</TABLE>
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SCHEDULE B
<TABLE>
<CAPTION>
STOCKHOLDER SHARES BENEFICIALLY OWNED
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<S> <C>
The 1995 Stacey Johnson Trust 883,342
The 1995 Scott Johnson Trust 883,342
The NPD Group(1) 4,140,560
Greylock IX, L.P. 1,242,529
</TABLE>
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(1) Of the 4,140,560 Media Metrix shares owned by NPD, 384,038 Media
Metrix shares are required to be sold to certain present or former employees or
advisors of NPD upon the exercise of options granted on such shares pursuant to
an NPD benefit plan.
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