<PAGE> 1
As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333-39292
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
JUPITER MEDIA METRIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3374729
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
250 PARK AVENUE SOUTH, 7TH FLOOR
NEW YORK, NY 10003
(212) 515-8700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MEDIA METRIX, INC. AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN
MEDIA METRIX, INC. AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
TOD JOHNSON
CHIEF EXECUTIVE OFFICER
JUPITER MEDIA METRIX, INC.
250 PARK AVENUE SOUTH, 7TH FLOOR, NEW YORK, NY 10003
(Name and address of agent for service)
TELEPHONE (212) 515-8700
(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 GILDEN, ESQ.
BROBECK, PHLEGER & HARRISON LLP
1633 BROADWAY, 47TH FLOOR, NEW YORK, NY 10019
TELEPHONE (212) 581-1600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE REGISTRATION FEE
____________________________________ ________________ _________________ __________________ _________________
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share(3) 3,420,000 shares $10.8125 $36,978,750 $9,762.39
Common Stock, $0.01 par value
per share(4) 1,900,000 shares $10.8125 $20,543,750 $5,423.55
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Media Metrix, Inc. Amended and
Restated 2000 Equity Incentive Plan or the Media Metrix, Inc. Amended and
Restated 2000 Employee Stock Purchase Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the Registrant's receipt of consideration which results in an increase in
the number of the outstanding shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended on the basis of the average of the high
and low price for shares of Common Stock as reported on the NASDAQ National
Market on October 4, 2000.
[OVER FOR ADD'L FOOTNOTES]
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
On June 14, 2000, Jupiter Media Metrix, Inc. (formerly known as Media
Metrix, Inc.) filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (File No. 333-39292) relating to 2,000,000 shares of
Common Stock to be offered and sold under the plans set forth on the cover page
of this Registration Statement, and the contents of such prior Registration
Statement are incorporated into this Registration Statement by reference.
Item 8. Exhibits
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<CAPTION>
Number Exhibit
<S> <C>
4 (a) Media Metrix, Inc. Amended and Restated 2000 Equity Income Plan.
(incorporated by reference to Exhibit 10.19 of the Company's
Registration Statement on Form S-4 (File No. 333-42316) under the
Securities Act of 1933, as amended, filed with the Securities and
Exchange Commission on August 15, 2000, as amended).
4 (b) Media Metrix, Inc. Amended and Restated 2000 Employee Stock
Purchase Plan (incorporated by reference to Exhibit 10.20 of the
Company's Registration Statement on Form S-4 (File No. 333-42316)
under the Securities Act of 1933, as amended, filed with the
Securities and Exchange Commission on August 15, 2000, as amended.)
5 Opinion of Brobeck, Phleger & Harrison LLP.
23 (a) Consent of Ernst & Young LLP, Independent Accountants.
23 (b) Consent of Brobeck, Phleger & Harrison LLP contained in Exhibit 5.
24 Power of Attorney. (Included in the signature page of this
Registration Statement.)
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-------------------------
[Footnotes from 1st page:]
(3) Common Stock issuable pursuant to the Media Metrix, Inc. Amended and
Restated 2000 Equity Incentive Plan.
(4) Common Stock issuable pursuant to the Media Metrix, Inc. Amended and
Restated 2000 Employee Stock Purchase Plan.
II-1
<PAGE> 3
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 this 4th day of
October, 2000.
JUPITER MEDIA METRIX, INC.
By:/s/ Tod Johnson
--------------------
Tod Johnson
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Jupiter Media Metrix,
Inc., a Delaware corporation, do hereby constitute and appoint Tod Johnson,
Chief Executive Officer, and Jean Robinson, Chief Financial Officer, and each of
them acting alone, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that any
said attorneys and agents, or any one of them acting alone, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Tod Johnson Chief Executive Officer and Chairman October 4, 2000
------------------------------- of the Board of Directors (Principal
Tod Johnson Executive Officer)
/s/ Jean Robinson
------------------------------- Chief Financial Officer (Principal October 4, 2000
Jean Robinson Financial Officer and Principal
Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Kurt Abrahamson
----------------------------- Director October 4, 2000
Kurt Abrahamson
/s/ Jefferey Ballowe
----------------------------- Director October 4, 2000
Jeffrey Ballowe
/s/ Gene DeRose
----------------------------- Director October 4, 2000
Gene DeRose
/s/ William Helman
----------------------------- Director October 4, 2000
William Helman
/s/ Robert Kavner
----------------------------- Director October 4, 2000
Robert Kavner
/s/ Stig Kry
----------------------------- Director October 4, 2000
Stig Kry
/s/ James Mortensen
----------------------------- Director October 4, 2000
James Mortensen
----------------------------- Director October 4, 2000
Randy Pausch
</TABLE>
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<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
JUPITER MEDIA METRIX, INC.
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
<S> <C>
4 (a) Media Metrix, Inc. Amended and Restated 2000 Equity Incentive Plan (incorporated
by reference to Exhibit 10.19 of the Company's Registration Statement on Form S-4
(File No. 333-42316) under the Securities Act of 1933, as amended, filed with the
Securities and Exchange Commission on August 15, 2000, as amended.)
4 (b) Media Metrix, Inc. Amended and Restated 2000 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.20 of the Company's Registration Statement on Form S-4
(File No. 333-42316) under the Securities Act of 1933, as amended, filed with the
Securities and Exchange Commission on August 15, 2000, as amended.)
5 Opinion of Brobeck, Phleger & Harrison LLP.
23 (a) Consent of Ernst & Young LLP, Independent Accountants.
23 (b) Consent of Brobeck, Phleger & Harrison LLP (contained in Exhibit 5).
24 Power of Attorney. (Included in the signature page of this Registration Statement).
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