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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JUNE 26, 2000
MEDIA METRIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25943 11-3374729
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
250 PARK AVENUE SOUTH, 7TH FLOOR 10003
NEW YORK, NEW YORK
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 515-8700
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On June 26, 2000, Media Metrix, Inc. ("Media Metrix"), MMX Acquisition
Corp., a wholly-owned subsidiary of Media Metrix ("Merger Sub"), and Jupiter
Communications, Inc. ("Jupiter") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which it has been agreed that Merger Sub
will be merged with and into Jupiter (the "Merger"). As a result of the Merger,
each share of common stock, par value $0.001 per share, of Jupiter issued and
outstanding immediately prior to the consummation of the Merger will be
converted into the right to receive 0.946 shares of common stock, par value
$0.01 per share, of Media Metrix.
A copy of the press release announcing the execution of the Merger
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In connection with the execution of the Merger Agreement, certain
stockholders of both Media Metrix and Jupiter have entered into Voting
Agreements (and have granted proxies) to vote in favor of the Merger and against
certain other matters (the "Voting Agreements").
The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for
as a purchase transaction. Consummation of the Merger is subject to various
conditions, including, among other things, receipt of the necessary approvals of
the stockholders of Jupiter and Media Metrix and certain regulatory approvals.
The foregoing description of the Merger Agreement and the Voting
Agreements and the transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement and the Voting Agreements, copies of which will be filed with the
Securities and Exchange Commission (the "SEC") at a later date in an appropriate
filing.
All stockholders should read the joint proxy statement/prospectus
concerning the Merger that will be filed with the SEC and mailed to
stockholders. The joint proxy statement/prospectus will contain important
information that stockholders should consider before making any decision
regarding the Merger. You will be able to obtain the joint proxy
statement/prospectus, as well as other filings containing information about
Media Metrix and Jupiter, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus will also be available, without charge, by contacting the
Secretary of the appropriate company.
INFORMATION CONCERNING PARTICIPANTS
Media Metrix and certain other persons named below may be deemed to be
participants in the solicitation of proxies of Media Metrix stockholders to
approve the proposed amendment to Media Metrix's certificate of incorporation to
increase the number of authorized
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shares of Media Metrix's common stock, and to approve the issuance of shares of
Media Metrix's common stock in the Merger. The participants in this solicitation
may include the directors of Media Metrix (Michael C. Brooks, Tod Johnson,
William W. Helman, Stig Kry, James Mortensen and Randy Pausch) and the
executive officers of Media Metrix (Tod Johnson, Chairman and Chief Executive
Officer, Mary Ann Packo, President and Chief Operating Officer, Thomas A.
Lynch, Chief Financial Officer and Treasurer, Steve Coffey, Executive Vice
President, Douglas McFarland, Senior Vice President, Sales, Andrew A. Fessel,
Senior Vice President, Audience Measurement Services and Will Hodgman,
President and Chief Executive Officer of AdRelevance). The aforementioned
directors and officers of Media Metrix, as a group, may be deemed to
beneficially own approximately [32]% of Media Metrix's outstanding common
stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following documents are filed as exhibits to this report:
99.1 Press Release dated June 27, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Media Metrix, Inc.
/s/ Thomas A. Lynch
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Thomas A. Lynch
Chief Financial Officer and Treasurer
Date: June 27, 2000
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EXHIBIT INDEX
Exhibit
99.1 Press Release dated June 27, 2000.
