-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEwDED5CVK/LTiH3hlxuctt9aeqDobojpzx1BPB1jQTk6IyVUeYL17cMgPNwAN5x zQGbR4FtIeL15rtlGnc/5g== 0000912057-02-007643.txt : 20020414 0000912057-02-007643.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-007643 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020226 ITEM INFORMATION: Other events FILED AS OF DATE: 20020226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETRATINGS INC CENTRAL INDEX KEY: 0001095480 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 770461990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27907 FILM NUMBER: 02558531 BUSINESS ADDRESS: STREET 1: 890 HILLVIEW CT STREET 2: STE 300 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089570699 MAIL ADDRESS: STREET 1: 890 HILLVIEW CT STREET 2: STE 300 CITY: MILPITAS STATE: CA ZIP: 95035 8-K/A 1 a2072038z8-ka.htm FORM 8-K/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 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 Items.

NetRatings has received notice from each of Tim Meadows and David Toth of the exercise of their rights pursuant to the Stock Repurchase Agreements previously disclosed by NetRatings. Pursuant to the notices, NetRatings will repurchase from Mssrs. Meadows and Toth, 500,000 and 1,000,000 shares, respectively, of NetRatings Common Stock held by them. The repurchase price is based on the average closing price of NetRatings Common Stock for the ten (10) trading days preceding the request for repurchase. Accordingly, NetRatings will repurchase the shares for approximately $13.75 per share for a total aggregate repurchase price of $20.63 million. As of February 25, 2002 and without giving effect to the exercise of the repurchase rights, NetRatings had approximately 33,219,579 shares of Common Stock outstanding. Consummation of the repurchase transactions will reduce the outstanding NetRatings Common Stock by 1,500,000 shares.

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: February 26, 2002		By:		/s/ JACK R. LAZAR Jack R. Lazar Executive Vice President of Corporate Development, Chief Financial Officer and Secretary

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Item 5. Other Items.

SIGNATURES
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