<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NETRATINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0461990
(State of incorporation) (I.R.S. Employer Identification No.)
830 Hillview Court
Suite 225
Milpitas, CA 95035
(Addess if principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not applicable None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information contained in "Capitalization" in the Registrant's
Registration Statement on Form S-1 (Commission File No. 333-87717) filed with
the Securities and Exchange Commission (the "Form S-1") is hereby incorporated
by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
1. Fourth Restated Certificate of Incorporation,
dated as of September 21, 1999, of the Registrant, incorporated
by reference to Exhibit 3.1 to Form S-1.
2. Bylaws of the Registrant, incorporated by
reference to Exhibit 3.4 to Form S-1.
3. Second Restated Rights Agreement, dated as of
September 22, 1999, of the Registrant, incorporated by
reference to Exhibit 4.1 to Form S-1.
4. Second Restated Stockholders Agreement, dated
as of September 22, 1999, as amended, by and among the
Registrant and the stockholders named therein, incorporated by
reference to Exhibit 4.1 to Form S-1.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NETRATINGS, INC.
Date: November 2, 1999
By: /s/ David J. Toth
--------------------------------
David J. Toth
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Fourth Restated Certificate of Incorporation, dated as of
September 21, 1999, of the Registrant, incorporated by
reference to Exhibit 3.1 to Form S-1.
2 Bylaws of the Registrant, incorporated by reference to Exhibit
3.4 to Form S-1.
3 Second Restated Rights Agreement, dated as of September 22,
1999, of the Registrant, incorporated by reference to Exhibit
4.1 to Form S-1.
4 Second Restated Stockholders Agreement, dated as of September
22, 1999, as amended, by and among the Registrant and the
stockholders named therein, incorporated by reference to
Exhibit 4.1 to Form S-1.
