8-K 1 d8k.htm FORM 8-K Form 8-K
 
 
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):  October 21, 2002
 
 
NETRATINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
   
0-27907
   
77-0461990
(State or other jurisdiction
of incorporation)
   
(Commission File Number)
   
(IRS Employer
Identification No.)
 
890 Hillview Court, Suite 300
Milpitas, California
   
95035
(Address of principal executive offices)
   
(Zip Code)
 
(408) 941-2900
(Registrant’s telephone number, including area code)
 
 

 
Item 2.    Acquisition or Disposition of Assets
 
On August 5, 2002, NetRatings, Inc. (“NetRatings”), acquired 52% of, and thus a controlling interest in, NetValue, S.A., a French publicly traded company (“NetValue”), from certain of NetValue’s shareholders (the “Stock Purchase”). The transactions describing the Stock Purchase, and a tender offer NetRatings subsequently commenced to acquire the shares of NetValue that it does not already own, are more fully described in NetRatings’:
 
 
•
 
Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, as filed with the SEC on August 14, 2002, which includes the principal agreements for the Stock Purchase as Exhibits 2.10, 2.11, 4.4 and 4.5 thereto;
 
 
•
 
Current Report on Form 8-K as filed with the SEC on September 12, 2002; and
 
 
•
 
Current Report on Form 8-K as filed with the SEC on October 7, 2002.
 
This Current Report on Form 8-K is being filed to include the required financial statements of the business acquired and pro forma financial information required under Item 7 of Form 8-K.
 
Item 7.    Financial Statements and Exhibits
 
(a)  Financial Statements of Businesses Acquired.
 
The required financial statements of NetValue are filed as Exhibits 99.2, 99.3, and 99.4 hereto and are hereby incorporated by reference.
 
(b)  Pro Forma Financial Information.
 
The unaudited pro forma condensed combined financial statements, giving effect to NetRatings’ acquisition of NetValue, are filed as Exhibit 99.1 hereto and are hereby incorporated by reference.
 
(c)  Exhibits.
 
Exhibit Number
   
Exhibit Title
99.1
   
Unaudited Pro Forma Condensed Combined Financial Information for NetValue and NetRatings, Inc.
99.2
   
Audited Financial Statements of NetValue for the year ended December 31, 2001.
99.3
   
Audited Financial Statements of NetValue for the year ended December 31, 2000.
99.4
   
Unaudited Financial Statements of NetValue for the quarter ended June 30, 2002.
99.5
   
Consent of Independent Auditors
99.6
   
Review of Independent Auditors
 

2

 
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.
By:
  
/s/    TODD S LOAN        
   
Todd Sloan
Executive Vice President for Corporate Development,
Chief Financial Officer and Secretary
 
Date:  October 21, 2002

3