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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
JUPITER COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
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DELAWARE 000-27537 11-3497726
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
627 BROADWAY, NEW YORK, NEW YORK 10012
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (212) 780-6060
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
Jupiter and certain other persons named below may be deemed
to be participants in the solicitation of proxies of Jupiter stockholders to
adopt and approve the Merger Agreement and to approve the Merger. The
participants in this solicitation may include the directors of Jupiter (Kurt
Abrahamson, Kurt Andersen, Jeffrey Ballowe, Eugene DeRose and Robert Kavner) and
the executive officers of Jupiter (Eugene DeRose, Chairman and Chief Executive
Officer, Kurt Abrahamson, President and Chief Operating Officer, Jean Robinson,
Chief Financial Officer, Peter Storck, Senior Vice President, Research, Ken
Male, Vice President, Global Sales, and Joy Cerequas, Vice President,
Conferences). The aforementioned directors and officers of Jupiter, as a group,
may be deemed to beneficially own approximately 25% of Jupiter'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.
Jupiter Communications, Inc.
/s/ Jean Robinson
Date: June 27, 2000 ----------------------------------------
Jean Robinson
Chief Financial Officer
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Exhibit Index
Exhibit
99.1 Press Release dated June 27, 2000.
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