content: <PAGE>
  
  
  
                         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): February 19, 2002
  
  
                                  NetRatings, Inc.
               (Exact name of registrant as specified in its charter)
  
  
  
             Delaware                      0-27907                 77-0461990
  (State or other jurisdiction of   (Commission File Number)     (IRS Employer
          incorporation)                                       Identification No.)
  
  
               890 Hillview Court
              Milpitas, California                              95035
     (Address of principal executive offices)                 (Zip Code)
  
  
                                   (408) 941-2900
                (Registrant's telephone number, including area code)
  
  <PAGE>
  
  Item 5.  Other Events.
  
           On February 19, 2002, NetRatings, Inc. ("NetRatings"), Sonoma
  Acquisition Corp., LLC, a wholly owned subsidiary of NetRatings ("NetRatings
  Sub"), Jupiter Media Metrix, Inc. ("Jupiter Media Metrix"), and certain wholly
  owned subsidiaries of Jupiter Media Metrix (Jupiter Communications, Inc., MMXI
  Holdings, Inc., Net Market Makers, Inc., IRG Acquisition Corp, and AdRelevance,
  Inc., or, collectively the "Jupiter Media Metrix Subs") entered into a Mutual
  Termination Agreement and Release (the "Termination Agreement") that terminated:
  
           .     the Agreement and Plan of Merger dated as of October 25, 2001,
                 among NetRatings, Sub, and Jupiter Media Metrix (the "Merger
                 Agreement");
  
           .     the Loan and Security Agreement also dated October 25, 2001 among
                 NetRatings, NetRatings Sub, Jupiter Media Metrix and Jupiter
                 Media Metrix Subs (the "Loan Agreement"); and
  
           .     other ancillary agreements associated with the Merger Agreement
                 and the Loan Agreement.
  
           A copy of the Mutual Termination Agreement and Release is attached as
  Exhibit 2.1 hereto and is incorporated herein by reference.
  
           Also on February 19, 2002, Netratings and Jupiter Media Metrix issued a
  joint press release announcing that they had entered into the Termination
  Agreement. A copy of the joint press release is filed as Exhibit 99.1 hereto and
  is incorporated herein by reference.
  
  Item 7.  Exhibits
  
  2.1      Mutual Termination Agreement and Release dated as of February 19, 2002
           terminating the Agreement and Plan of Merger dated as of October 25,
           2001 among NetRatings, Sonoma Acquisition Corp., LLC, Jupiter Media
           Metrix, Inc., Jupiter Communications, Inc., MMXI Holdings, Inc., Net
           Market Makers, Inc., IRG Acquisition Corp. and AdRelevance, Inc.
  
  99.1     Press release dated February 19, 2002, issued jointly by NetRatings,
           Inc. and Jupiter Media Metrix, Inc.
  
  <PAGE>
  
                                     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 20, 2002          By:  /s/  Jack R. Lazar
                                       --------------------
                                        Jack R. Lazar
                                        Executive Vice President of Corporate
                                        Development, Chief Financial Officer and
                                        Secretary
  
  <PAGE>
  
                                    EXHIBIT INDEX
                                    -------------
  
  EXHIBIT  DESCRIPTION
  -------  -----------
  
  
  2.1      Mutual Termination Agreement and Release dated as of February
           19, 2002 terminating the Agreement and Plan of Merger dated as
           of October 25, 2001 among NetRatings, Sonoma Acquisition
           Corp., LLC, Jupiter Media Metrix, Inc., Jupiter
           Communications, Inc., MMXI Holdings, Inc., Net Market Makers,
           Inc., IRG Acquisition Corp., and AdRelevance, Inc.
  
  99.1     Press release dated February 19, 2002, issued jointly by
           NetRatings, Inc. and Jupiter Media Metrix, Inc.
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metadata_filer: {"company-data": {"conformed-name": "NETRATINGS INC", "cik": "0001095480", "assigned-sic": "7389", "irs-number": "770461990", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27907", "film-number": "02554531"}, "business-address": {"street1": "890 HILLVIEW CT", "street2": "STE 300", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089570699"}, "mail-address": {"street1": "890 HILLVIEW CT", "street2": "STE 300", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
text: 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): February 19, 2002
  
                                  NetRatings, Inc.
               (Exact name of registrant as specified in its charter)
  
             Delaware                      0-27907                 77-0461990
  (State or other jurisdiction of   (Commission File Number)     (IRS Employer
          incorporation)                                       Identification No.)
  
               890 Hillview Court
              Milpitas, California                              95035
     (Address of principal executive offices)                 (Zip Code)
  
                                   (408) 941-2900
                (Registrant's telephone number, including area code)
  Item 5.  Other Events.
  
           On February 19, 2002, NetRatings, Inc. ("NetRatings"), Sonoma
  Acquisition Corp., LLC, a wholly owned subsidiary of NetRatings ("NetRatings
  Sub"), Jupiter Media Metrix, Inc. ("Jupiter Media Metrix"), and certain wholly
  owned subsidiaries of Jupiter Media Metrix (Jupiter Communications, Inc., MMXI
  Holdings, Inc., Net Market Makers, Inc., IRG Acquisition Corp, and AdRelevance,
  Inc., or, collectively the "Jupiter Media Metrix Subs") entered into a Mutual
  Termination Agreement and Release (the "Termination Agreement") that terminated:
  
           .     the Agreement and Plan of Merger dated as of October 25, 2001,
                 among NetRatings, Sub, and Jupiter Media Metrix (the "Merger
                 Agreement");
  
           .     the Loan and Security Agreement also dated October 25, 2001 among
                 NetRatings, NetRatings Sub, Jupiter Media Metrix and Jupiter
                 Media Metrix Subs (the "Loan Agreement"); and
  
           .     other ancillary agreements associated with the Merger Agreement
                 and the Loan Agreement.
  
           A copy of the Mutual Termination Agreement and Release is attached as
  Exhibit 2.1 hereto and is incorporated herein by reference.
  
           Also on February 19, 2002, Netratings and Jupiter Media Metrix issued a
  joint press release announcing that they had entered into the Termination
  Agreement. A copy of the joint press release is filed as Exhibit 99.1 hereto and
  is incorporated herein by reference.
  
  Item 7.  Exhibits
  
  2.1      Mutual Termination Agreement and Release dated as of February 19, 2002
           terminating the Agreement and Plan of Merger dated as of October 25,
           2001 among NetRatings, Sonoma Acquisition Corp., LLC, Jupiter Media
           Metrix, Inc., Jupiter Communications, Inc., MMXI Holdings, Inc., Net
           Market Makers, Inc., IRG Acquisition Corp. and AdRelevance, Inc.
  
  99.1     Press release dated February 19, 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:  February 20, 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      Mutual Termination Agreement and Release dated as of February
           19, 2002 terminating the Agreement and Plan of Merger dated as
           of October 25, 2001 among NetRatings, Sonoma Acquisition
           Corp., LLC, Jupiter Media Metrix, Inc., Jupiter
           Communications, Inc., MMXI Holdings, Inc., Net Market Makers,
           Inc., IRG Acquisition Corp., and AdRelevance, Inc.
  
  99.1     Press release dated February 19, 2002, issued jointly by
           NetRatings, Inc. and Jupiter Media Metrix, Inc.