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As filed with the Securities and Exchange Commission on October 4, 2000
Registration No. 333-42316
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
on
FORM S-8
to FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933*
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JUPITER MEDIA METRIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3374729
(State or other (I.R.S. Employer
jurisdiction 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)
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JUPITER COMMUNICATIONS, INC. 1997 EMPLOYEE STOCK OPTION PLAN
(formerly known as the JUPITER COMMUNICATIONS, LLC 1997 OPTION PLAN)
JUPITER COMMUNICATIONS, INC. 1999 STOCK INCENTIVE PLAN
(Full title of the Plans)
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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
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF SECURITIES PURSUANT TO
THE PLANS: Promptly after the filing of this Post-Effective Amendment.
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* Filed as a Post Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein. See
"Explanatory Note."
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EXPLANATORY NOTE
Jupiter Media Metrix, Inc. (the "Registrant") hereby amends its
Registration Statement on Form S-4 (No. 333-42316) (the "S-4") by filing this
Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to its common stock, par value $0.01 per share (the "Common Stock").
The S-4 registers 19,046,596 shares of Common Stock, including 4,116,159 shares
of Common Stock for issuance upon exercise of options granted pursuant to the
terms of the Jupiter Communications, Inc. 1997 Employee Stock Option Plan and
the Jupiter Communications, Inc. 1999 Stock Incentive Plan (collectively the
"Plans").
On September 20, 2000, pursuant to an Agreement and Plan of Merger, dated
as of June 26, 2000, as amended, among the Registrant, MMX Acquisition Corp., a
wholly-owned subsidiary of the Registrant ("MMX") and Jupiter Communications,
Inc. ("Jupiter"), the following events (among others) occurred: (a) MMX merged
with and into Jupiter, with Jupiter surviving as a wholly-owned subsidiary of
the Registrant (the "Merger"); (b) each outstanding share of Jupiter common
stock, par value $0.001 per share, other than those shares held by Jupiter as
treasury stock, the Registrant or any of their respective subsidiaries, was
converted into a right to receive 0.946 of a share of Common Stock; (c)
outstanding options to purchase Jupiter common stock under the Plans were
converted into options to purchase Common Stock; and (d) the Registrant assumed
the Plans.
Prior to the Merger, shares of Jupiter common stock were registered
for issuance under the Plans pursuant to Registration Statement on Form
S-8, Registration No. 333-91513. As a result of the Merger, shares of Common
Stock will be issued to the participants in the Plans upon the exercise of
options or other awards granted under the Plans. The purpose of this
Post-Effective Amendment is to register shares of Common
Stock for issuance pursuant to the Plans.
The designation of this Post-Effective Amendment as Registration
No. 333-42316-01 denotes that the Post-Effective Amendment relates only
to the shares of Common Stock issuable upon exercise of stock options or other
awards outstanding under the Plans as of the date of the S-4 and that this is
the first Post-Effective Amendment to the Form S-4 filed with respect to such
shares of Common Stock.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Jupiter Media Metrix, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the SEC on March 30, 2000;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000, filed with the SEC
on May 15, 2000 and August 8, 2000, respectively;
(c) The Registrant's Current Reports on Form 8-K, filed with the SEC on
March 20, 2000, June 27, 2000, September 14, 2000 and September 22,
2000; and
(d) The description of the Registrant's Common Stock contained in Item 1
of the Registrant's Registration Statement on Form 8-A dated May 3,
1999.
In addition to the foregoing, all documents filed pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein 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 which also is deemed to be incorporated by reference
herein modifies or supersedes
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such statement. Any such 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 (the
"DGCL") 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 Registrant provide that the
Registrant 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 Registrant shall advance expenses to directors
and officers incurred in connection with an action or proceeding as to which
they may be entitled to indemnification, subject to certain exceptions. In
addition, the Registrant has entered into Indemnity Agreements with its
directors and officers providing the maximum indemnification allowed by Section
145 of the DGCL.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
Number Exhibit
4 (a) Jupiter Communications, Inc. 1997 Employee Stock Option
Plan.
(formerly known as the Jupiter Communications, LLC 1997
Option Plan)
4 (b) Jupiter Communications, Inc. 1999 Stock Incentive Plan.
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 Post-Effective Amendment.)
Item 9. Undertakings.
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(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 (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement, and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and
(1)(ii) shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference
into this Registration Statement;
(2) that for the purpose of determining any liability under the 1933
Act 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; and
(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 Jupiter Communications, Inc. 1997 Employee Stock
Option Plan or the Jupiter Communications, Inc. 1999 Stock Incentive Plan.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
into this 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 1933 Act
may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that 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 in connection with the securities being
registered, the 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
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question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
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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
Post-Effective Amendment 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
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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.
Signature Title Date
/s/ Tod Johnson Chief Executive Officer October 4, 2000
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Tod Johnson and Chairman of the Board
of Directors (Principal
Executive Officer)
/s/ Jean Robinson Chief Financial Officer October 4, 2000
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Jean Robinson (Principal Financial and
Accounting Officer)
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/s/ Kurt Abrahamson Director October 4, 2000
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Kurt Abrahamson
/s/ Jeffrey Ballowe Director October 4, 2000
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Jeffrey Ballowe
/s/ Gene DeRose Director October 4, 2000
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Gene DeRose
Director October 4, 2000
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William Helman
/s/ Robert Kavner Director October 4, 2000
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Robert Kavner
Director October 4, 2000
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Stig Kry
/s/ James Mortensen Director October 4, 2000
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James Mortensen
Director October 4, 2000
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Randy Pausch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
JUPITER Media metrix, INC.
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EXHIBIT INDEX
Number Exhibit
4 (a) Jupiter Communications, Inc. 1997 Employee Stock Option
Plan.
(formerly known as the Jupiter Communications, LLC 1997
Option Plan)
4 (b) Jupiter Communications, Inc. 1999 Stock Incentive Plan.
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 Post-Effective Amendment.)
