-----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, PLWxmWCMmEldt6/tSWGHa9Ki4o2LD1ZtPId10IXHtqeZonNfreQSOCMpADE+vGhp 0w0+DkGZlm8h3orOeK4tbA== 0000950138-07-000515.txt : 20070621 0000950138-07-000515.hdr.sgml : 20070621 20070621162214 ACCESSION NUMBER: 0000950138-07-000515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070615 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070621 DATE AS OF CHANGE: 20070621 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27907 FILM NUMBER: 07934217 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 1 june21_8-k.htm NETRATINGS JUNE 21 FORM 8-K

 

 

 

UNITED STATES
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 15, 2007

 

 

 

 

 

NetRatings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

000-27907

77-0461990

(State or other jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

770 Broadway
New York, New York

10003

(Address of principal executive offices)

(Zip Code)

 

(646) 654-7990

(Registrant’s telephone number, including area code)

 

120 West 45th Street, 35th Floor, New York, NY 10036

(Former name or former address, if changed since last report)

 

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)          On June 15, 2007, NetRatings, Inc. (the “Company”) entered into a separation agreement and general release (the “Separation Agreement”) with William R. Pulver (“Mr. Pulver”) providing for Mr. Pulver’s termination as President and Chief Executive Officer of the Company, effective as of June 30, 2007 (the “Separation Date”). Mr. Pulver’s termination qualifies as an “Involuntary Termination” in accordance with the terms of a letter agreement, dated November 1, 2001, between the Company and Mr. Pulver (the “Letter Agreement”) (previously filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on April 1, 2002).

 

Pursuant to the Separation Agreement, the parties agreed to the following material terms:

 

 

•

On or about June 25, 2007, the Company shall pay to Mr. Pulver the amount of AU$948,186.00, less applicable taxes and withholding amounts, which represents 12 months of Mr. Pulver’s “Total Annual Earnings” (as defined in the Letter Agreement).

 

 

•

Upon the Separation Date, the Company will pay, or will have already paid, to Mr. Pulver all salary, wages, bonuses, accrued vacation and any and all other benefits due to Mr. Pulver through the Separation Date.

 

 

•

Other than payments to be made pursuant to the Separation Agreement and payments to be made to Mr. Pulver in connection with the “cashing-out” of restricted stock and stock options (which shall be handled in accordance with the provisions of the Agreement and Plan of Merger, dated as of February 5, 2007, among NetRatings, Inc., Nielsen Media Research, Inc. and NTRT Acquisition Sub, Inc.), no further payment is owed to Mr. Pulver pursuant to the Letter Agreement.

 

 

•

From and after the Separation Date, Mr. Pulver will not be entitled to the accrual of any employee benefits, including but not limited to, any incentive compensation plan, bonus plan or stock option plan.

 

 

•

Mr. Pulver provided a general release of claims against the Company and agreed to continue to be bound by certain noncompetition and nondisclosure obligations following his termination of employment.

 

 

 

 

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:   June 21, 2007

By:

/s/ Alan Shapiro

 

 

Alan Shapiro

Senior Vice President & General Counsel

 

 

 

 

 

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