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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JUPITER COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
482050101
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(CUSIP Number)
GAIL A. BALCERZAK
MEDIA METRIX, INC.
250 PARK AVENUE SOUTH, 7TH FLOOR
NEW YORK, NEW YORK 10003
(212) 515-8700
COPY:
AVIVA DIAMANT
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 26, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box.[ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7(b) for
other parties to whom copies are to be sent.
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SCHEDULE 13D
CUSIP No. 482050101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MEDIA METRIX, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,205,071 (1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH - 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,205,071 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
CO
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(1) The reporting person has shared voting power with respect to these
shares, but only as to the matters specified in the Voting
Agreement and the Proxy described in Item 4.
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ITEM 1. Security and Issuer
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This statement on Schedule 13D (this "Schedule 13D") relates to
shares of common stock, par value $.001 per share (the "Jupiter Common
Stock"), of Jupiter Communications, Inc. ("Jupiter"). The address of
Jupiter's principal executive offices is 627 Broadway, 2nd Floor, New York,
NY 10012.
ITEM 2. Identity and Background
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(a)-(c) and (f). This Schedule 13D is being filed by Media
Metrix, Inc., a Delaware corporation ("Media Metrix"). Media Metrix
provides Internet and Digital Media measurement products and services to
leading Internet advertisers, advertising agencies, media companies,
technology companies and financial institutions. The address of Media
Metrix' principal business and principal office is 250 Park Avenue South,
7th Floor, New York, NY 10003.
The name, business address, citizenship and present principal
occupation of each executive officer and director of Media Metrix are forth
in Annex I to this Schedule 13D, which is incorporated herein by reference.
Other than executive officers and directors, there are no persons
controlling Media Metrix.
(d)-(e) During the five years prior to the date hereof, neither
Media Metrix nor, to the best knowledge of Media Metrix, any executive
officer or director of Media Metrix has been (i) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii)
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding has been or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
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Media Metrix has not expended, and does not expect to expend,
funds in connection with its beneficial ownership of Jupiter Common Stock.
Such beneficial ownership has been derived from the provisions of the
Voting Agreement (described in Item 4) and the irrevocable proxies granted
pursuant thereto.
ITEM 4. Purpose of Transaction
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Media Metrix, MMX Acquisition Corp. ("Merger Sub") (a wholly
owned subsidiary of Media Metrix) and Jupiter have entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 26,
2000, pursuant to which Merger Sub will be merged with and into Jupiter
(the "Merger"). Jupiter will be the surviving corporation in the Merger and
will become a wholly-owned subsidiary of Media Metrix.
As a result of the Merger, each outstanding share of Jupiter
Common Stock will be converted into the right to receive 0.946 share of
common stock, par value $.01 per share, of Media Metrix. The Merger
Agreement is included as Exhibit 1 hereto and is incorporated herein by
reference. Consummation of the Merger would result in the Jupiter Common
Stock being delisted from The Nasdaq National Market and in the termination
of registration of the Jupiter Common Stock under the Act.
Simultaneously with the execution and delivery of the Merger
Agreement, Media Metrix entered into a Voting Agreement dated as of June
26, 2000 (the "Voting Agreement") with certain stockholders of Jupiter (the
"Jupiter Stockholders") with respect to their shares of Jupiter Common
Stock, as follows: (i) Ernest Abrahamson - 745,335 shares of Jupiter Common
Stock, (ii) Kurt Abrahamson - 1,071,258 shares of Jupiter Common Stock, and
(iii) Gene DeRose - 2,388,478 shares of Jupiter Common Stock. Each Jupiter
Stockholder has agreed to vote, or cause any holder of record of his shares
of Jupiter Common Stock to vote, his shares of Jupiter Common Stock
(including any shares of Jupiter capital stock which such Jupiter
Stockholder may acquire after June 26, 2000), (a) in favor of the approval
of the Merger and the Merger Agreement and any other matters necessary for
the consummation of the Merger, (b) against any proposal with respect to
any recapitalization, merger, consolidation or other business involving
Jupiter, or the acquisition of 15% or more of the outstanding capital stock
of Jupiter or any of its subsidiaries or the acquisition of 15% or more (on
a book value or fair market value basis) of the assets of Jupiter and its
subsidiaries, taken as a whole, in a single transaction or a series of
related transactions, or any combination of the foregoing (each, a
"Competing Transaction"), and (c) against any proposed action or
transaction that would result in a breach of any representation, warranty,
covenant or agreement of Jupiter under the Merger Agreement or result in
any of the conditions contained in Section 6.1 or 6.3 of the Merger
Agreement becoming incapable of fulfillment or that would otherwise
prevent, interfere with, frustrate or delay consummation of the Merger
(each, a "Frustrating Transaction"), in each case, at any meeting of the
stockholders of Jupiter at which any such matters are considered and at
every adjournment thereof (and, if applicable, in connection with any
solicitations of written consents of stockholders of Jupiter). The Voting
Agreement is included as Exhibit 2 hereto and is incorporated herein by
reference.
Pursuant to the Voting Agreement, each Jupiter Stockholder
granted an irrevocable proxy dated as of June 26, 2000 (such irrevocable
proxies collectively, the "Proxy") to Tod Johnson (Chairman and Chief
Executive Officer of Media Metrix) and Thomas A. Lynch (Chief Financial
Officer of Media Metrix), with full power of substitution and
resubstitution, to vote the shares of Jupiter Common Stock then owned by
the Jupiter Stockholder and any other shares of Jupiter capital stock which
such Jupiter Stockholder may acquire after June 26, 2000 (such shares of
Jupiter Common Stock collectively, the "Proxy Shares") (a) in favor of the
approval of the Merger and the Merger Agreement and any other matters
necessary for the consummation of the Merger, (b) against any Competing
Transaction, and (c) against any Frustrating Transaction. The shares of
Jupiter Common Stock held by the Jupiter Stockholders represent
approximately 21% of the Jupiter Common Stock outstanding as of June 22,
2000, as represented by Jupiter in the Merger Agreement. The form of Proxy
is included as Exhibit 3 hereto and is incorporated herein by reference.
In the Voting Agreement, the Jupiter Stockholders have agreed not
to take certain actions in furtherance of any Competing Transaction and
have further agreed not to dispose of any of the Proxy Shares.
The Voting Agreement and the Proxy will terminate on the earliest
to occur of (A) the effective time of the Merger, (B) the three month
anniversary of the date of termination of the Merger Agreement pursuant to
Section 7.1(c), 7.1(h) (by reason of a breach of covenants or agreements by
Jupiter) or 7.1(i) of the Merger Agreement, and (C) the date of termination
of the Merger Agreement pursuant to any other provision of Section 7.1 of
the Merger Agreement.
Pursuant to the Merger Agreement, the directors and officers of
Merger Sub immediately prior to the effective time of the Merger will be
the initial directors and officers of the surviving corporation in the
Merger, each to hold office until their respective successors are duly
elected and qualified. The Merger Agreement also provides that the
certificate of incorporation of Jupiter will be amended as of the effective
time of the Merger to read in its entirety as set forth on Exhibit A to the
Merger Agreement and as so amended will constitute the certificate of
incorporation of the surviving corporation until thereafter amended, and
the bylaws of Merger Sub, as in effect immediately prior to the effective
time of the Merger, will be adopted as the bylaws of the surviving
corporation in the Merger until thereafter amended.
Except as set forth in this Item 4, Media Metrix has no plans or
proposals which relate to or would result in any of the matters set forth
in clauses (a) through (j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Merger
Agreement, the Voting Agreement and the Proxy, copies of which are filed as
exhibits hereto, is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
ITEM 5. Interest in Securities of the Issuer
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(a) and (b). As a result of entering into the Voting Agreement
and receipt of the Proxy, Media Metrix may be deemed to own beneficially
4,205,071 shares of Jupiter Common Stock, which represent approximately 21%
of the Jupiter Common Stock outstanding as of June 22, 2000, as represented
by Jupiter in the Merger Agreement. Media Metrix has shared voting power
with respect to the Proxy Shares, but only as to the matters specified in
the Voting Agreement and the Proxy. Except as aforesaid, Media Metrix does
not have the power to vote or to direct the vote of the Proxy Shares, nor
does it have the sole or shared power to dispose or to direct the
disposition of the Proxy Shares.
To the best of its knowledge, no executive officer or director of
Media Metrix beneficially owns any shares of Jupiter Common Stock.
(c) Except for the execution of the Voting Agreement and the
receipt of the Proxy, there have been no transactions in shares of Jupiter
Common Stock by Media Metrix, or, to the best knowledge of Media Metrix,
any of Media Metrix' executive officers and directors during the past 60
days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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Except as set forth in Item 3, 4 or 5, neither Media Metrix nor,
to the best knowledge of Media Metrix, any of its directors or executive
officers has any contracts, arrangements, understandings or relationships
(legal or otherwise) with any other person with respect to any securities
of Jupiter.
ITEM 7. Material to Be Filed as Exhibits
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Exhibit 1 -- Agreement and Plan of Merger dated as
of June 26, 2000, among Media Metrix, Inc.
MMX Acquisition Corp. and Jupiter
Communications, Inc.
Exhibit 2 -- Voting Agreement dated as of June 26, 2000
between certain stockholders party thereto
and Media Metrix, Inc.
Exhibit 3 -- Form of Irrevocable Proxy executed by
certain stockholders of Jupiter
Communications, Inc., included as Exhibit B
to the Voting Agreement filed herewith as
Exhibit 2.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
MEDIA METRIX, INC.
By: /s/ Mary Ann Packo
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Name: Mary Ann Packo
Title: President and Chief
Operating Officer
Dated: July 6, 2000
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Annex I
Executive Officers and Directors of Media Metrix, Inc.
The name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of Media Metrix, Inc. is set forth below. Each executive officer
and each director of Media Metrix, Inc. is a citizen of the United States,
except Thomas A. Lynch who is a citizen of Ireland.
Name Business Address Principal Occupation
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EXECUTIVE OFFICERS
Tod Johnson Media Metrix, Inc. Chairman of the Board,
250 Park Avenue South and Chief Executive
7th Floor Officer, Media Metrix
New York, NY 10003
Mary Ann Packo Media Metrix, Inc. President and Chief
250 Park Avenue South Operating Officer,
7th Floor Media Metrix
New York, NY 10003
Thomas A. Lynch Media Metrix, Inc. Chief Financial Officer
250 Park Avenue South and Treasurer,
7th Floor Media Metrix
New York, NY 10003
Steve Coffey Media Metrix, Inc. Executive Vice President,
250 Park Avenue South Media Metrix
7th Floor
New York, NY 10003
Doug McFarland Media Metrix, Inc. Senior Vice President,
250 Park Avenue South Sales, Media Metrix
7th Floor
New York, NY 10003
Andrew A. Fessel Media Metrix, Inc. Senior Vice President,
250 Park Avenue South Audience Measurement
7th Floor Services, Media Metrix
New York, NY 10003
Will Hodgman Media Metrix, Inc. President and Chief
250 Park Avenue South Executive Officer of
7th Floor AdRelevance, a wholly
New York, NY 10003 owned subsidiary of
Media Metrix
DIRECTORS
Tod Johnson Media Metrix, Inc. Chairman of the Board,
250 Park Avenue South and Chief Executive
7th Floor Officer, Media Metrix
New York, NY 10003
William W. Helman Greylock IX Limited General Partner, Greylock
Partnership IX Limited Partnership, a
One Federal Street venture capital fund
Boston, MA 02110
Michael C. Brooks Venrock Associates General Partner,
30 Rockefeller Plaza Venrock Associates, a
Room 5508 venture capital fund
New York, NY 10112
Stig Kry 333 East 68th Street Chairman Emeritus, Kurt
New York, NY 10021 Salmon Associates, Inc.,
a management consulting
firm
Randy Pausch Carnegie Mellon University Professor of Computer
School of Computer Science Science, Human-
5000 Forbes Avenue Computer Interaction, and
Pittsburgh, PA 15213 Design at Carnegie
Mellon University
James Mortensen 672 E Heritage Hills Private Consultant
PO Box 596
Somers, NY 10589
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EXHIBIT INDEX
Exhibit 1 -- Agreement and Plan of Merger dated as
of June 26, 2000, among Media Metrix, Inc.
MMX Acquisition Corp. and Jupiter
Communications, Inc.
Exhibit 2 -- Voting Agreement dated as of June 26, 2000
between certain stockholders party thereto
and Media Metrix, Inc.
Exhibit 3 -- Form of Irrevocable Proxy executed by
certain stockholders of Jupiter
Communications, Inc., included as Exhibit B
to the Voting Agreement filed herewith as
Exhibit 2.
