<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WOMEN.COM NETWORKS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
978149102
(Cusip Number)
JODIE W. KING, ESQ.
THE HEARST CORPORATION
959 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 649-2025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
STEVEN A. HOBBS, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NY 10166
(212) 878-8000
OCTOBER 20, 1999
(Date of event which requires filing of this statement)
[ ] Check box if the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3)
or (4).
[ ] Check box if a fee is being paid with the statement.
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CUSIP No. 978149102 13D Page 2
================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST COMMUNICATIONS, INC.
- ------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- ------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- ------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------------------
8. SHARED VOTING POWER
21,768,921
----------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
----------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,768,921
- ------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,768,921
- ------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
- ------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================================
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2
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CUSIP No. 978149102 13D Page 3
==========================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST MAGAZINES PROPERTY, INC.
- ----------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- ----------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- ----------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ----------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ----------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------------------------------
8. SHARED VOTING POWER
21,768,921
--------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
--------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,768,921
- ----------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,768,921
- ----------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ----------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
- ----------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
==========================================================================================================
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3
<PAGE> 4
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CUSIP No. 978149102 13D Page 4
============================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HEARST HOLDINGS, INC.
- ------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- ------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- ------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------------------------------
8. SHARED VOTING POWER
21,768,921
----------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
----------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,768,921
- ------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,768,921
- ------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
- ------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
============================================================================================================
</TABLE>
4
<PAGE> 5
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CUSIP No. 978149102 13D Page 5
============================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST CORPORATION
- ------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- ------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- ------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------------------------------
8. SHARED VOTING POWER
21,768,921
----------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
----------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,768,921
- ------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,768,921
- ------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
- ------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
============================================================================================================
</TABLE>
5
<PAGE> 6
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CUSIP No. 978149102 13D Page 6
============================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
THE HEARST FAMILY TRUST
- ------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- ------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- ------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
- ------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------------------------------
8. SHARED VOTING POWER
21,768,921
----------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
----------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
21,768,921
- ------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,768,921
- ------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- ------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
- ------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO (testamentary trust)
============================================================================================================
</TABLE>
ITEM 1 SECURITY AND ISSUER
6
<PAGE> 7
This Statement on Schedule 13D relates to the shares of common stock,
$.001 par value per share, of Women.com Networks, Inc., a Delaware corporation
(the "Issuer"). The Issuer's principal executive offices are located at 1820
Gateway Drive, Suite 100, San Mateo, California 94404.
ITEM 2 IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed jointly by Hearst
Communications, Inc., a Delaware corporation ("Hearst Communications"), Hearst
Magazines Property, Inc., a Delaware corporation ("Hearst Magazines"), Hearst
Holdings, Inc., a Delaware corporation ("Hearst Holdings"), The Hearst
Corporation, a Delaware corporation ("Hearst") and The Hearst Family Trust, a
testamentary trust (the "Trust" and together with Hearst Communications, Hearst
Magazines, Hearst Holdings and Hearst, the "Reporting Persons").
Hearst, and its various subsidiaries, is one of the world's largest
diversified communications companies, with interests in newspaper, magazine,
television and radio broadcasting, cable network programming, newspaper
features distribution, television production and distribution, and new media
activities. All of Hearst's issued and outstanding common stock is owned by
the Trust. The location of Hearst's principal offices and the address of the
Office of the Trust is 888 7th Avenue, New York, New York 10106.
Hearst Holdings is a Delaware corporation and a wholly-owned subsidiary of
Hearst. The principal executive offices of Hearst Holdings are located at 959
Eighth Avenue, New York, New York 10019.
Hearst Magazines is a Delaware corporation and a wholly-owned subsidiary
of Hearst Holdings. The principal executive offices of Hearst Magazines are
located at 2 Greenwich Plaza, Greenwich, Connecticut 06830.
Hearst Communications is a Delaware corporation and a subsidiary of Hearst
Magazines. The principal executive offices of Hearst Communications are
located at 959 Eighth Avenue, New York, NY 10019.
Schedule I hereto sets forth the name, business address, present principal
occupation or employment of each of the directors and executive officers of
Hearst, Hearst Holdings, Hearst Magazines, Hearst Communications and the
Trustees of the Trust and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
(d) - (e) During the last five years, none of the Reporting Persons,
nor, to the best knowledge of the Reporting Persons, any of the persons listed
on Schedule I hereto: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Schedule I hereto sets forth the citizenship of each of the
directors and executive officers of Hearst, Hearst Holdings, Hearst Magazines,
Hearst Communications and the trustees of the Trust.
<PAGE> 8
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Hearst Communications acquired 18,825,171 of its shares of the
Issuer's common stock in a merger of Women.com Networks (a predecessor of the
Issuer) with and into Hearst HomeArts, Inc., a subsidiary of Hearst
Communications. This merger is described in more detail in Item 4 below. The
aggregate amount of funds used by Hearst Communications to purchase the
remaining 2,943,750 shares of the Issuer's common stock was $29,437,500.
Hearst Communications has used its working capital to make those purchases.
ITEM 4 PURPOSE OF THE TRANSACTION
On October 20, 1999, concurrently with the Issuer's initial public offering,
Hearst Communications acquired 1,250,000 shares of the Issuer's common stock in
a private placement. On that same date, Hearst Communications acquired 125,000
shares of the Issuer's common stock pursuant to anti-dilution provisions. On
October 27, 1999 Hearst Communications acquired an additional 318,750 shares of
the Issuer's common stock at $10.00 per share pursuant to an option which
Hearst Communications had to purchase additional shares if the underwriters of
the Issuer's initial public offering elected to exercise their over allotment
option. The purpose of all of these transactions was to maintain Hearst
Communications' percentage ownership interest in the Issuer.
On January 27, 1999, Hearst Communications and Women.com Networks formed a
limited liability company, Women.com Networks LLC, as the vehicle through which
they would jointly own the HomeArts and AstroNet business units of Hearst
Communications and substantially all of the assets and liabilities of Women.com
Networks. The LLC was approximately 50% owned by each of Hearst Communications
and Women.com Networks. Hearst Communications held its interest in the LLC
indirectly through its subsidiary, Hearst HomeArts, Inc. In August 1999,
Women.com Networks was merged into Hearst HomeArts, Inc. and the LLC was
dissolved. Hearst HomeArts, Inc. was the surviving entity and was renamed
Women.com Networks, Inc., the Issuer of the Securities. In the merger, Hearst
Communications' interest in Hearst HomeArts, Inc. was converted into 18,825,171
shares of the Issuer's common stock.
In September 1999, Hearst Communications acquired an additional 1,250,000
shares of the Issuer's common stock in a private placement at $10.00 per share.
Pursuant to outstanding convertible notes held by former security holders of
Astronet, Inc., Hearst Communications is obligated to deliver up to
approximately 500,000 of its shares of common stock of the Issuer to the
noteholders upon conversion of the notes. Notes convertible into approximately
400,000 shares became convertible as a result of the Issuer's initial public
offering; notes convertible into the remaining shares become convertible as of
December 23, 1999.
Hearst Communications and the Issuer are parties to a Magazine Content License
and Hosting Agreement relating to 10 of Hearst's magazine titles. Under this
agreement, Hearst will, among other things, license the Issuer to reproduce and
distribute content from the 10 magazines on a non-exclusive basis and provide
promotion for the Issuer in Hearst magazines; the Issuer will, among other
things, provide hosting for several Hearst magazine web sites. This agreement
has an initial term of six years and provides for three automatic renewal terms
of six years each, assuming that the parties agree on the royalties or
commissions to be paid during the renewal periods.
There are currently five members of the Issuer's Board of Directors who hold
positions with Hearst, one of its divisions or one of its magazines:
<PAGE> 9
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James Asher - Vice President and Chief Legal and Development
Officer of Hearst
Cathleen Black - President of Hearst Magazines Division, a division of
Hearst Communications, and Vice President of Hearst
Nancy Lindemeyer - Editor-in-Chief of Victoria, a magazine owned by
Hearst Communications
Mark Miller - Executive Vice President of Hearst Magazines
Division, a division of Hearst Communications, Vice
President of Hearst and a Trustee of the Trust
Alfred Sikes - President of Hearst Interactive Media Division, a
division of Hearst Communications and Vice President
of Hearst
</TABLE>
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As of October 20, 1999, the Reporting Persons own
21,768,921 shares of common stock of the Issuer (the "Securities"). Pursuant
to the definition of "beneficial owner" set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, each of Hearst Magazines, Hearst
Holdings, Hearst and the Trust may be deemed to beneficially own the
Securities. Hearst Magazines has the power to direct the voting and
disposition of the Securities as the controlling shareholder of Hearst
Communications. Hearst Holdings has the power to direct the voting and
disposition of the Securities as the sole stockholder of Hearst Magazines. The
Trust and Hearst have the power to direct the voting and disposition of the
Securities as the direct or indirect sole stockholders of Hearst and Hearst
Holdings, respectively. Accordingly, for purposes of this Statement: (i) Heart
Communications is reporting that it shares the power to direct the voting and
disposition of the total of 21,768,921 shares of Common Stock beneficially
owned by it and (ii) Hearst Magazines, Hearst Holdings, Hearst and the Trust
are reporting that they share the power to direct the voting and disposition of
the 21,768,921 shares of Common Stock beneficially owned by Hearst
Communications, representing approximately 48.4% of the as adjusted shares of
Common Stock outstanding.
(c) On September 7, 1999, Hearst Communications acquired 1,250,000
shares of the Issuer's common stock in a private placement at $10.00 per share.
On October 20, 1999, concurrently with the Issuer's initial public offering,
Hearst Communications purchased 1,250,000 shares of the Issuer's common stock
in a private placement at $10.00 per share. On that same date, Hearst
Communications also acquired 125,000 shares of the Issuer's common stock
pursuant to antidilution provisions at $10.00 per share. On October 27, 1999,
Hearst Communications acquired 318,750 shares of the Issuer's common stock at
$10.00 per share pursuant to an option which Hearst Communications had to buy
those shares if the underwriters of the issuer's initial public offering
exercised their over allotment option.
(d) To the best knowledge of the Reporting Persons, no other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Securities.
(e) Not applicable.
<PAGE> 10
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
To the best knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of
any securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of the Issuer.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.1 Joint Filing Agreement, dated October 29,
1999, between Hearst Communications, Inc.,
Hearst Magazines Property, Inc., Hearst
Holdings, Inc., The Hearst Corporation and
The Hearst Family Trust relating to the
filing of a joint statement on Schedule 13D.
Exhibit 7.2 Stock Purchase Agreement by and between
Women.com Networks, Inc., a Delaware
corporation, and Hearst Communications, Inc.,
dated October 7, 1999.
<PAGE> 11
SCHEDULE I
Set forth below is the name and the present principal occupation or
employment of each director and executive officer of Hearst Communications,
Hearst Magazines, Hearst Holdings and Hearst. Trustees of the Trust are
identified by an asterisk. Unless otherwise indicated, the principal business
address of each person listed below is at such person's principal place of
employment. The location of the principal offices of Hearst and the address of
the Office of the Trust is 888 7th Avenue, New York, New York 10106. The
principal executive offices of Hearst Holdings are located at 959 Eighth
Avenue, New York, New York 10019. The principal executive offices of Hearst
Magazines are located at 2 Greenwich Plaza, Greenwich, Connecticut 06830. The
principal executive offices of Hearst Communications, are located at 959 Eighth
Avenue, New York, New York 10019. Unless otherwise indicated, all persons
identified below are United States citizens.
<TABLE>
<CAPTION>
NAME PRESENT OFFICE/PRINCIPAL
- ---- ------------------------
OCCUPATION OR EMPLOYMENT
------------------------
<S> <C>
Hearst Communications
- ---------------------
George R. Hearst, Jr.* Chairman of the Board; Chairman of Executive Committee;
Director
Frank A. Bennack, Jr.* President; Chief Executive Officer; Director
Victor F. Ganzi* Executive Vice President; Chief Operating Officer;
Director
James M. Asher Vice President; Chief Legal and Development Officer
David J. Barrett Director
Cathleen P. Black Vice President; President, Hearst Magazines Division; Director
Millicent H. Boudjakdji* Director
John G. Conomikes* Vice President; Director
Richard E. Deems* (1) Director
Ronald J. Doerfler Vice President; Chief Financial Officer; Treasurer
Austin Hearst (2) Director
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III* (3) Director
Thomas J. Hughes Vice President
</TABLE>
<PAGE> 12
<TABLE>
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George Irish Vice President; President, Hearst Newspapers Division; Director
Raymond E. Joslin Vice President; President, Hearst Entertainment and Syndication
Group Administrative Division; Director
Jodie W. King Vice President; Secretary
Harvey L. Lipton* (1) Director
Richard P. Malloch Vice President; President, Hearst Business Media Group
Administrative Division
Terence G. Mansfield (4)(5) Director
Gilbert C. Maurer* Director
Mark F. Miller* Vice President; Executive Vice President, Hearst Magazines
Division; Director
Bruce L. Paisner (2) Vice President
Raymond J. Petersen* Director
Virginia Hearst Randt Director
Debra Shriver Vice President
Alfred C. Sikes Vice President; President, Hearst Interactive Media Division
Jonathan E. Thackeray Vice President
Hearst Magazines
- ----------------
Frank A. Bennack, Jr.* Director
Victor F. Ganzi* Director
George J. Green President; Treasurer
Jodie W. King Vice President; Secretary
John A. Rohan, Jr. Vice President
Hearst
- ------
George R. Hearst, Jr.* Chairman of the Board; Chairman of Executive Committee;
Director
</TABLE>
<PAGE> 13
<TABLE>
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Frank A. Bennack, Jr.* President; Chief Executive Officer; Director
Victor F. Ganzi* Executive Vice President; Chief Operating Officer;
Director
James M. Asher Vice President; Chief Legal and Development Officer
David J. Barrett Director
Cathleen P. Black Vice President; Director
Millicent H. Boudjakdji* Director
John G. Conomikes* Vice President; Director
Richard E. Deems* (1) Director
Ronald J. Doerfler Vice President; Chief Financial Officer; Treasurer
Austin Hearst (2) Director
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III (3) * Director
Thomas J. Hughes Vice President
George B. Irish Vice President; Director
Raymond E. Joslin Vice President; Director
Jodie W. King Vice President; Secretary
Harvey L. Lipton* (1) Director
Richard P. Malloch Vice President
Terence G. Mansfield (4)(5) Director
Gilbert C. Maurer* Director
Mark F. Miller* Director
Bruce L. Paisner (2) Vice President
Raymond J. Petersen* Director
Virginia Hearst Randt Director
</TABLE>
<PAGE> 14
<TABLE>
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Debra Shriver Vice President
Alfred C. Sikes Vice President
Jonathan E. Thackeray Vice President
Hearst Holdings
- ---------------
George R. Hearst, Jr.* Chairman of the Board; Chairman of Executive Committee;
Director
Frank A. Bennack, Jr.* President; Chief Executive Officer; Director
Victor F. Ganzi* Executive Vice President; Chief Operating Officer;
Director
James M. Asher Vice President; Chief Legal and Development Officer
David J. Barrett Director
Cathleen P. Black Vice President; Director
Millicent H. Boudjakdji* Director
John G. Conomikes* Vice President; Director
Richard E. Deems* (1) Director
Ronald J. Doerfler Vice President; Chief Financial Officer; Treasurer
Austin Hearst (2) Director
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III (3)* Director
Thomas J. Hughes Vice President
George B. Irish Vice President; Director
Raymond E. Joslin Vice President; Director
Jodie W. King Vice President; Secretary
Harvey L. Lipton* (1) Director
Richard P. Malloch Vice President
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
Terence G. Mansfield (4)(5) Director
Gilbert C. Maurer* Director
Mark F. Miller* Director
Bruce L. Paisner (2) Vice President
Raymond J. Petersen* Director
Virginia Hearst Randt Director
Debra Shriver Vice President
Alfred C. Sikes Vice President
Jonathan E. Thackeray Vice President
- ----------------------------------
(1) Self-employed or retired
(2) 235 E. 45th Street
New York, NY 10017
(3) 2750 Sand Hill Road
Menlo Park, CA 94025
(4) U.K. Citizen
(5) National Magazine House
72 Broadwick Street
London, England NIV 2BP
</TABLE>
<PAGE> 16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 29, 1999
HEARST COMMUNICATIONS, INC.
By: /s/ Jodie W. King
-----------------------------
Name: Jodie W. King
Title: Vice President
<PAGE> 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 29, 1999
HEARST MAGAZINES PROPERTY, INC.
By: /s/ Jodie W. King
-----------------------------
Name: Jodie W. King
Title: Vice President
<PAGE> 18
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 29, 1999
HEARST HOLDINGS, INC.
By: /s/ Jodie W. King
-----------------------------
Name: Jodie W. King
Title: Vice President
<PAGE> 19
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 29, 1999
THE HEARST CORPORATION
By: /s/ Jodie W. King
-----------------------------
Name: Jodie W. King
Title: Vice President
<PAGE> 20
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 29, 1999
THE HEARST FAMILY TRUST
By: /s/ Richard E. Deems
-----------------------------
Name: Richard E. Deems
Title: Trustee
<PAGE> 1
EXHIBIT 7.1
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us.
Dated: October 29, 1999
HEARST COMMUNICATIONS, INC.
By: /s/ Jodie W. King
----------------------------
Name: Jodie W. King
Title: Vice President
HEARST MAGAZINES PROPERTY, INC.
By: /s/ Jodie W. King
----------------------------
Name: Jodie W. King
Title: Vice President
HEARST HOLDINGS, INC.
By: /s/ Jodie W. King
----------------------------
Name: Jodie W. King
Title: Vice President
THE HEARST CORPORATION
By: /s/ Jodie W. King
----------------------------
Name: Jodie W. King
Title: Vice President
THE HEARST FAMILY TRUST
By: /s/ Richard E. Deems
----------------------------
Name: Richard E. Deems
Title: Trustee
<PAGE> 1
EXHIBIT 7.2
WOMEN.COM NETWORKS, INC.
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made as of the ____
day of October, 1999, by and between WOMEN.COM NETWORKS, INC., a Delaware
corporation (the "COMPANY"), and HEARST COMMUNICATIONS, INC. ("PURCHASER").
WHEREAS, the Company desires to issue, and Purchaser desires to
acquire, stock of the Company as herein described, on the terms and conditions
hereinafter set forth;
WHEREAS, the issuances hereunder are intended to comply with the
provisions of Rule 506 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "ACT").
NOW THEREFORE, IT IS AGREED between the parties as follows:
1. PURCHASE AND SALE OF STOCK. Purchaser hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to Purchaser,
a whole number of shares of common stock of the Company equal to (I) the sum of
(a) one-third (33.33%) of (i) the total number of shares of common stock of the
Company actually sold in the Company's initial public offering (the "INITIAL
PUBLIC OFFERING") (excluding any shares issuable upon exercise of any
overallotment option granted to the underwriters of the Initial Public
Offering) under a registration statement on Form S-1 (No. 333-78363) filed with
the Securities and Exchange Commission ("SEC") under the Securities Act of
1933, as amended (the "ACT") plus (ii) the total number of shares of common
stock sold in the Disney private placement as described in the registration
statement plus (iii) the total number of shares of common stock sold to Torstar
pursuant to that certain Amendment No. 1 to Stock Purchase Agreement dated
September 3, 1999 (such shares as described in this subsection (a) are
hereafter referred to as the "INITIAL PURCHASER STOCK"), plus (b) that number
of shares of the common stock of the Company which could be purchased at the
IPO Price (as defined in the next sentence) for $5 million (such shares being
referred to hereafter as the "ADDITIONAL PURCHASER STOCK,") less (II) the total
number of shares of common stock sold to Purchaser pursuant to that certain
Amendment No. 1 to Stock Purchase Agreement dated September 7, 1999. The shares
of common stock to be sold to Purchaser as determined by the prior sentence
shall be referred to hereafter as the "STOCK." The term "IPO PRICE" means the
initial price per share to the public of the common stock being offered in the
Initial Public Offering, as reflected on the cover page of the final prospectus
filed with the SEC pursuant to Rule 424(b) filed under the Act. The total
purchase price for the Stock shall be the product of the total number of shares
of Stock multiplied by the IPO Price. The closing hereunder (the "CLOSING"),
including payment for and delivery of the Stock in cash shall occur at the
offices of Cooley Godward LLP, counsel to the Company ("COMPANY COUNSEL"), 3000
Sand Hill Road, Building 3, Suite 230, Menlo Park, California 94025,
concurrently with the closing of the Initial Public Offering, or at such other
time and place as the parties may mutually agree.
2. OPTION TO PURCHASE STOCK. Purchaser shall have the option
("OPTION") to purchase a number of shares equal to the product of (a) the ratio
of (i) the number of shares, if any, purchased by the underwriters in the
Initial Public Offering in connection with the exercise of any over-allotment
option granted by the Company to (ii) the total number of shares sold in the
Initial Public Offering and (b) the number of shares of Initial Purchaser
Stock, at a per share price equal to the IPO Price (the "OPTION STOCK"). Upon
exercise by the underwriters of their over-allotment option or portion thereof,
Purchaser may exercise such Option in the same proportion exercised by the
underwriters as determined above and
<PAGE> 2
in the same period of time as exercised by the underwriters. Upon receipt of
notice from the underwriters that such entire over-allotment option or portion
thereof shall be exercised, the Company shall immediately give notice to the
Purchaser and the Purchaser shall then in the same period of time as the
underwriters exercise the Option (or portion thereof as determined by the
proportion exercised by the underwriters of their over-allotment option
specified above) upon written or telegraphic notice by Purchaser to the Company
setting forth the aggregate number of shares of the Option Stock as to which
the Purchaser is exercising its Option. Delivery of certificates for the
shares of Option Stock, and payment therefor, shall be made on the third
business day after the exercise of such option at the offices of Company
Counsel. Purchaser shall have no rights to exercise the foregoing Option
except upon the last to occur of the (A) closing of the Initial Public
Offering; (B) closing of the sale of Stock contemplated under Section 1, above;
and (C) exercise of the underwriters' over-allotment option as described above.
3. LIMITATIONS ON TRANSFER. Purchaser shall not assign,
hypothecate, donate, encumber or otherwise dispose of any interest in the Stock
or Option Stock except in compliance with the provisions herein and applicable
securities laws. The Company and its transfer agent shall not be required (a)
to transfer on its books any shares of Stock or Option Stock of the Company
which shall have been transferred in violation of any of the provisions set
forth in this Agreement or (b) to treat as owner of such shares or to accord
the right to vote as such owner or to pay dividends to any transferee to whom
such shares shall have been so transferred.
4. RESTRICTIVE LEGENDS. All certificates representing the Stock
shall have endorsed thereon legends in substantially the following forms (in
addition to any other legend which may be required by other agreements between
the parties hereto):
(a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
(b) Any legend required by appropriate blue sky officials.
5. PURCHASER REPRESENTATIONS. In connection with the purchase of
the Stock, Purchaser represents to the Company the following:
(a) Purchaser has all necessary power and authority under all applicable
provisions of law to execute and deliver this Agreement and to carry out
its provisions. All action on Purchaser's part required for the lawful
execution and delivery of this Agreement has been or will be effectively
taken prior to the Closing. Upon its execution and delivery, this
Agreement will be a valid and binding obligation of Purchaser, enforceable
in accordance with its terms.
(b) Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Stock and the
Option Stock. Purchaser is purchasing the Stock and Option Stock, if any,
for investment for Purchaser's own account only and not with a view to, or
for resale in connection with, any "DISTRIBUTION" thereof within the
meaning of the Act.
(c) Purchaser understands that the Stock and Option Stock, if any, have not
been registered under the Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
Purchaser's investment intent as expressed herein.
<PAGE> 3
(d) Purchaser further acknowledges and understands that the Stock and Option
Stock, if any, must be held indefinitely unless it is subsequently
registered under the Act or an exemption from such registration is
available. Purchaser further acknowledges and understands that the Company
is under no obligation to register the Stock or Option Stock. Purchaser
understands that the certificate evidencing the Stock and the Option Stock
will be imprinted with a legend which prohibits its transfer unless it is
registered or such registration is not required in the opinion of counsel
for the Company.
(e) Purchaser is familiar with the provisions of Rule 144, under the Act, as in
effect from time to time, which, in substance, permits limited public
resale of "RESTRICTED SECURITIES" acquired, directly or indirectly, from
the issuer thereof (or from an affiliate of such issuer), in a non-public
offering subject to the satisfaction of certain conditions including, among
other things: (i) availability of certain public information about the
Company and (ii) the resale occurring following the required holding period
under Rule 144 after the Purchaser has purchased, and made full payment of
(within the meaning of Rule 144), the securities to be sold.
(f) Purchaser further understands that at the time Purchaser wishes to sell the
Stock there may be no public market upon which to make such a sale, and
that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144, and
that, in such event, Purchaser would be precluded from selling the Stock
under Rule 144 even if the minimum holding period requirement had been
satisfied.
(g) Purchaser is a "QUALIFIED INSTITUTIONAL BUYER" as that term is defined in
Rule 144A under the Act.
6. COMPANY REPRESENTATIONS. The Company hereby represents and
warrants to the Purchaser as follows:
(a) The Company has all requisite corporate power and authority to execute and
deliver this Agreement, to issue and sell the Stock and the Option Stock,
and to carry out the provisions of this Agreement.
(b) All corporate action on the part of the Company, its officers, directors
and stockholders necessary for the authorization of this Agreement, the
performance of all obligations of the Company hereunder and thereunder at
the Closing and the authorization, sale, issuance and delivery of the Stock
and Option Stock has been taken or will be taken prior to the Closing.
Upon its execution and delivery, this Agreement will be a valid and binding
obligation of the Company, enforceable in accordance with its terms.
(c) When issued in compliance with the provisions of this Agreement, the Stock
and the Option Stock will be validly issued, fully paid and nonassessable,
and will be free of any liens or encumbrances; provided, however, that the
Stock and the Option Stock may be subject to restrictions on transfer under
state and/or federal securities laws as set forth herein or as otherwise
required by such laws at the time a transfer is proposed.
7. CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING.
Purchaser's obligations to purchase the Stock at the Closing (or the Option
Stock at any subsequent closing) are subject to the satisfaction, or at prior
to such Closing, of the following conditions:
(a) REPRESENTATIONS AND WARRANTS TRUE; PERFORMANCE OF OBLIGATIONS. The
representations and warranties made by the Company in Section 6 hereof
shall be true and correct in all material respects as of the Closing (or
any subsequent closing as the case may be) with the same force and effect
as if they had been made as of the Closing, and the Company shall have
performed all obligations and conditions herein required to be performed or
observed by it on or prior to the Closing.
<PAGE> 4
(b) LEGAL INVESTMENT. As of the Closing, the sale and issuance of the Stock
(or the Option Stock as the case may be) shall be legally permitted by all
laws and regulations to which Purchaser and the Company are subject.
(c) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and
all consents, permits and waivers necessary or appropriate for consummation
of the transactions contemplated by the Agreement.
(d) EFFECTIVENESS OF REGISTRATION STATEMENT. A registration statement relating
to the Initial Public Offering shall have become effective and no stop
order suspending the effectiveness thereof shall have been issued and no
proceedings therefor shall be pending or threatened by the Securities and
Exchange Commission.
8. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's
obligation to issue and sell the Stock at the Closing (or the Option Stock at
any subsequent closing) is subject to the satisfaction, on or prior to such
Closing, of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties in
Section 5 made by Purchaser shall be true and correct in all material
respects at the date of the Closing (or any subsequent closing as the case
may be), with the same force and effect as if they had been made on and as
of said date.
(b) PERFORMANCE OF OBLIGATIONS. Purchaser shall have performed and complied
with all agreements and conditions herein required to be performed or
complied with by Purchaser on or before the Closing.
(c) LEGAL INVESTMENT. As of the Closing, the sale and issuance of the Stock
(or the Option Stock as the case may be) shall be legally permitted by all
laws and regulations to which Purchaser and the Company are subject.
(d) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and
all consents, permits and waivers necessary or appropriate for consummation
of the transactions contemplated by the Agreement.
(e) EFFECTIVENESS OF REGISTRATION STATEMENT. A registration statement relating
to the Initial Public Offering shall have become effective and no stop
order suspending the effectiveness thereof shall have been issued and no
proceedings therefor shall be pending or threatened by the Securities and
Exchange Commission.
9. MISCELLANEOUS.
(a) TERMINATION. This Agreement shall terminate in its entirety and shall be
of no further force and effect in the event that a registration statement
relating to the Initial Public Offering shall not have been declared
effective and the sale contemplated by Section 1 hereof completed on or
prior to December 31, 1999.
(b) NOTICES. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or
sent by telegram or fax or upon deposit in the United States Post Office,
by registered or certified mail with postage and fees prepaid, addressed to
the other party hereto at his address hereinafter shown below its signature
or at such other address as such party may designate by ten (10) days
advance written notice to the other party hereto.
<PAGE> 5
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Purchaser, Purchaser's
successors and assigns.
(d) ATTORNEYS' FEES, SPECIFIC PERFORMANCE. Purchaser shall reimburse the
Company for all costs incurred by the Company in enforcing the performance
of, or protecting its rights under, any part of this Agreement, including
reasonable costs of investigation and attorneys' fees.
(e) GOVERNING LAW; VENUE. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. The parties agree that
any action brought by either party to interpret or enforce any provision of
this Agreement shall be brought in, and each party agrees to, and does
hereby, submit to the jurisdiction and venue of, the appropriate state or
federal court for the district encompassing the Company's principal place
of business.
(f) FURTHER EXECUTION. The parties agrees to take all such further action(s)
as may reasonably be necessary to carry out and consummate this Agreement
as soon as practicable, and to take whatever steps may be necessary to
obtain any governmental approval in connection with or otherwise qualify
the issuance of the securities that are the subject of this Agreement.
(g) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes and
merges all prior agreements or understandings, whether written or oral.
This Agreement may not be amended, modified or revoked, in whole or in
part, except by an agreement in writing signed by each of the parties
hereto.
(h) SEVERABILITY. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i)
such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded
and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.
(i) COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one instrument.
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WOMEN.COM NETWORKS, INC.
By:
--------------------------------
Chief Executive Officer
Address: 1820 Gateway Drive
San Mateo, CA 94404
PURCHASER:
HEARST COMMUNICATIONS, INC.
By:
---------------------------------
Title:
--------------------------------
Address: 959 Eighth Avenue
New York, NY 10019
