8-K

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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): January 18, 2002

NetRatings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 0-27907
(Commission File Number) 77-0461990
(IRS Employer Identification No.)

890 Hillview Court, Suite 300
Milpitas, California
(Address of principal executive offices)
95035
(Zip Code)

(408) 957-0699
(Registrant's telephone number, including area code)

Item 5. Other Events.

        On January 18, 2002, NetRatings, Inc. ("NetRatings"), Sonoma Acquisition Corp., LLC, a wholly owned subsidiary of NetRatings ("Sub"), and Jupiter Media Metrix, Inc. ("Jupiter Media Metrix"), entered into Amendment No. 1 (the "Amendment") to the Agreement and Plan of Merger dated as of October 25, 2001 (the "Merger Agreement"), among NetRatings, Sub, and Jupiter Media Metrix. A copy of the Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

        Also on January 18, 2002, Netratings and Jupiter Media Metrix issued a joint press release announcing that they entered into the Amendment. A copy of the joint press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 7. Exhibits

2.1

Amendment No. 1 dated as of January 18, 2002, to the Agreement and Plan of Merger dated as of October 25, 2001 among NetRatings, Sonoma Acquisition Corp., LLC, and Jupiter Media Metrix, Inc.

99.1

Press release dated January 18, 2002, issued jointly by NetRatings, Inc. and Jupiter Media Metrix, Inc.

SIGNATURES

        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 hereunto duly authorized.

	NETRATINGS, INC.
Date: January 18, 2002	By:	/s/  JACK R. LAZAR Jack R. Lazar Executive Vice President of Corporate Development, Chief Financial Officer and Secretary

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
2.1	Amendment No. 1 dated as of January 18, 2002, to the Agreement and Plan of Merger dated as of October 25, 2001 among NetRatings, Sonoma Acquisition Corp., LLC, and Jupiter Media Metrix, Inc
99.1	Press release dated January 18, 2002, issued jointly by NetRatings, Inc. and Jupiter Media Metrix, Inc.

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Item 5. Other Events.
Item 7. Exhibits

SIGNATURES
EXHIBIT INDEX

EX-2.1

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EXHIBIT 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") dated as of January 18, 2002, amends the Agreement and Plan of Merger dated as of October 25, 2001 (the "Merger Agreement"), among NETRATINGS, INC., a Delaware corporation ("Parent"), SONOMA ACQUISITION CORP., LLC, a Delaware limited liability company of which Parent is the sole member ("Sub"), and JUPITER MEDIA METRIX, INC., a Delaware corporation (the "Company").

        WHEREAS the parties desire to amend the Merger Agreement as set forth in this Amendment.

        NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

Amendments

        SECTION 1.01. Amendments. Section 6.16 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

        "SECTION 6.16. Pending Patent Litigation. Parent and the Company each agree that (i) the agreement between Parent and the Company to stay any further action with respect to the Patent Litigation is hereby terminated, (ii) any action taken on or after January 18, 2002, as between each of them with respect to the prosecution, settlement or defense of the Patent Litigation shall not, in and of itself, constitute a breach of any representation, warranty or covenant of such party contained in this Agreement, including, without limitation, Section 6.11 of this Agreement and (iii) neither of them shall proceed against the other for failure to meet any deadline related to the Patent Litigation which deadline occurred prior to the date of this Amendment and which would have been required to have been met absent the existence of the agreement to stay the Patent Litigation pursuant to the original version of Section 6.16 that was contained in the Merger Agreement prior to this Amendment."

ARTICLE II

General Provisions

        SECTION 2.01. Effectiveness. This Amendment shall be deemed an amendment to the Merger Agreement and shall become effective when executed by Parent, Sub and the Company as required by Section 8.04 of the Merger Agreement. Except as expressly amended pursuant to this Amendment, the Merger Agreement shall continue in full force and effect.

        SECTION 2.02. Defined Terms. All capitalized terms not defined herein shall have the meanings assigned to them in the Merger Agreement.

        SECTION 2.03. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

        SECTION 2.04. Governing Law; Exclusive Jurisdiction. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict laws thereof. The parties agree to the exclusive jurisdiction of the Courts of the State of Delaware with respect to any action, suit or proceeding arising out of or in connection with this Amendment or the transactions contemplated hereby or the enforcement of any rights under this Amendment.

[The remainder of this page is intentionally left blank]

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

NetRatings, Inc.
By:	/s/  DAVE TOTH
Name:
Title:
Sonoma Acquisition Corp., LLC
By:	/s/  DAVE TOTH
Name:
Title:
Jupiter Media Metrix, Inc.
By:	/s/  JEAN ROBINSON
Name:	Jean Robinson
Title:	Chief Financial Officer

Signature Page to Amendment No. 1 to Agreement and Plan of Merger

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
ARTICLE I
Amendments
ARTICLE II
General Provisions

EX-99.1

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EXHIBIT 99.1

NETRATINGS AND JUPITER MEDIA METRIX MODIFY TERMS OF ACQUISITION AGREEMENT TO ALLOW PATENT LITIGATION TO PROCEED

Milpitas, Calif. and New York, NY—January 18, 2002—NetRatings, Inc. (Nasdaq: NTRT) and Jupiter Media Metrix, Inc. (Nasdaq: JMXI) jointly announced today that they have modified certain terms of the merger agreement pertaining to the pending acquisition of Jupiter Media Metrix by NetRatings. On December 7, 2001 the companies received a request for additional information (commonly known as a "second request") from the Federal Trade Commission, the U.S. governmental entity responsible for antitrust review of the acquisition. In light of the time required to comply with the second request and so that NetRatings and Jupiter Media Metrix can preserve their respective positions in the patent litigation, the two companies have agreed to permit the patent litigation between them, which had been put on hold as part of their merger agreement dated October 25, 2001, to proceed.

        The companies are continuing to work diligently to respond to the request for additional information in a timeframe that would permit the completion of the transaction prior to March 31, 2002. The waiting period applicable to the pending acquisition under the U.S. Hart-Scott-Rodino Antitrust Improvements Act will expire, unless terminated earlier by the FTC, 30 days after substantial compliance with the request for additional information. The lawsuit will terminate upon the closing of the merger.

About NetRatings, Inc.
NetRatings, Inc. (www.netratings.com) is a leading provider of Internet audience measurement information and analysis. Its technology driven products and services enable customers to make informed business-critical decisions regarding their Internet media and commerce strategies. NetRatings has strategic relationships with both Nielsen Media Research, the leading source of television audience measurement and related services in the U.S. and Canada, and ACNielsen, a leading provider of market research information and analysis to the consumer products and services industries. Worldwide, NetRatings services measure the Internet experiences of more than 233,000 Internet users in 29 countries.

About Jupiter Media Metrix
Jupiter Media Metrix is the global leader in Internet and new technology analysis and measurement. The Company delivers innovative and comprehensive Internet measurement, analysis and events to provide businesses with unmatched global resources for understanding and profiting from the Internet. Jupiter Media Metrix brings together world-class, innovative and market-leading products, services, research methodologies and people. Jupiter Media Metrix services include Media Metrix, AdRelevance, Jupiter Research and Site Measurement. The Company is headquartered in New York City.

Caution Required by Certain SEC Rules
In connection with the NetRatings/Jupiter Media Metrix transaction, on November 21, 2001, NetRatings filed with the SEC a registration statement on Form S-4 containing a preliminary prospectus relating to the shares to be issued to Jupiter Media Metrix' stockholders. The preliminary prospectus also constitutes Jupiter Media Metrix' preliminary proxy statement for the special meeting at which its stockholders will vote on that transaction. Investors and security holders are urged to read these documents because they will contain important information about the Jupiter Media Metrix transaction. Investors and security holders may obtain copies of these documents, when they have been filed with the SEC, as well as other SEC filings of NetRatings and Jupiter Media Metrix, free of charge from the SEC's website at www.sec.gov as well as from the applicable company by directing a request to Jennifer Cohn, Stapleton Communications for NetRatings, at 650-470-4203, or jennifer@stapleton.com, and to Investor Relations for Jupiter Media Metrix, at 212-780-6060, or investor@jmm.com.

        NetRatings and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Jupiter Media Metrix stockholders with respect to the NetRatings/

Jupiter Media Metrix transaction. Information regarding such individuals is included in NetRatings's proxy statement dated April 25, 2001 relating to its 2001 annual meeting of stockholders, available free of charge from the SEC and NetRatings as indicated above. Jupiter Media Metrix and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Jupiter Media Metrix stockholders with respect to the NetRatings/Jupiter Media Metrix transaction. Information regarding such individuals is included in Jupiter Media Metrix' proxy statement dated April 13, 2001 relating to its 2001 annual meeting of stockholders and in the registration statement on Form S-4 referred to in the preceding paragraph, available free of charge from the SEC and Jupiter Media Metrix as indicated above.

Safe Harbor Statement
This press release contains statements that may constitute forward-looking statements pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve a number of uncertainties and risks that could cause actual results to differ materially from those currently expected. The potential risks and uncertainties include, among others:

•

Risks associated with the conditions to the closing of the Jupiter Media transaction and the possibility that these conditions might not be



•

Risks associated with the successful integration of the acquired business and the realization of the anticipated benefits of the transaction



•

Risks associated with the rapidly evolving market for the Company's products



•

The increasing competitive market for Internet audience measurement and analytical services



•

Risks related to the growth of online advertising



•

The combined company's ability to manage international expansion and significant growth in the future



•

The combined company's dependence on ACNielsen in connection with international operations in the event that the ACNielsen eRatings.com transaction is not completed



•

Uncertainties about future costs of building and maintaining our audience measurement panels

        Additional information about potential factors that may affect NetRatings' business and financial results is included in its annual report on Form 10K for the year ended December 31, 2000 and its quarterly report on form 10Q for the three month period ended September 30, 2001 including, without limitation, under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Factors That May Affect Our Performance." Additional information about potential factors that may affect NetRatings' and the combined company's business and financial results is included in the registration statement on Form S-4 containing a prospectus relating to the shares to be issued to Jupiter Media Metrix' stockholders filed by NetRatings on November 21, 2001 including, without limitation under the caption "Risk Factors". Each of these documents is on file with the SEC and is available free of charge, in the manner described above. NetRatings does not undertake to update any forward-looking statement that may be made from time to time by it or on behalf of NetRatings.

        For additional information about the risks that may affect Jupiter Media Metrix' future business and financial results, refer to the company's Annual Report on Form 10-K for the year ended December 31, 2000, which was filed with the SEC on April 2, 2001, the company's quarterly reports on Form 10-Q and the registration statement on Form S-4 referred to in the preceding paragraph that are filed with the SEC. Jupiter Media Metrix undertakes no obligation to update any forward-looking statement that may be made from time to time by or on behalf of Jupiter Media Metrix, whether as a result of new information, future events or otherwise.

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NETRATINGS AND JUPITER MEDIA METRIX MODIFY TERMS OF ACQUISITION AGREEMENT TO ALLOW PATENT LITIGATION TO PROCEED