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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 31, 1999
iVillage Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 000-25469 13-3845162
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
organization)
212 Fifth Avenue, New York, New York 10010
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 604-0963
170 Fifth Avenue, New York, New York 10010
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(Former Name or Former Address if Changed Since Last Report)
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Item 5. Other Events
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On September 1, 1999, iVillage Inc. ("iVillage") issued a press release
announcing that it had acquired Family Point Inc., a New Jersey corporation
("Family Point"), on August 31, 1999. Family Point was acquired pursuant to an
Agreement and Plan of Reorganization, dated as of August 31, 1999 (the "Merger
Agreement"), by and among iVillage, Family Point Acquisition Corporation, a New
Jersey corporation and wholly-owned subsidiary of iVillage ("FPAC"), Family
Point, and the stockholders of Family Point. Pursuant to the Merger Agreement,
FPAC was merged with and into Family Point with Family Point as the surviving
corporation (the "Merger"). As a result of the Merger, Family Point became a
wholly-owned subsidiary of iVillage.
The aggregate purchase price paid by iVillage in connection with the
Merger consisted of approximately 550,000 shares of iVillage common stock and
$3,750,000 in cash, valued at approximately $26 million under the purchase
method of accounting (subject to a maximum increase of $5 million if certain
performance thresholds are satisfied).
In connection with the Merger, iVillage and Family Point entered into a
registration rights agreement pursuant to which iVillage has agreed to file a
shelf registration statement with respect to the approximately 550,000 shares of
iVillage common stock issued to Family Point stockholders within 90 days after
the closing of the Merger. Under certain circumstances, iVillage may defer the
filing of the shelf registration statement. In addition, Family Point
stockholders have piggyback registration rights subject to the piggyback
registration rights of iVillage's existing holders of registrable shares.
The press release is filed as an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
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99.1 Press Release dated September 1, 1999 regarding
iVillage Inc.'s announcement of the acquisition of
Family Point Inc.
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SIGNATURE
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 thereunto duly authorized.
iVillage Inc.
(Registrant)
Date: September 14, 1999 By: /s/ Steven A. Elkes
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Steven A. Elkes
Senior Vice President
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EXHIBIT INDEX
Exhibits
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99.1 Press Release dated September 1, 1999 regarding iVillage Inc.'s
announcement of the acquisition of Family Point Inc.
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[iVILLAGE LOGO]
FOR IMMEDIATE RELEASE
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CONTACT: Jason Stell
iVillage
212-206-3141
[email protected]
iVillage Acquires FamilyPoint.com
The Leading Women's Network Adds Rapidly Growing Affinity Group Marketer
New York, NY, September 1, 1999 - iVillage Inc., (Nasdaq: IVIL), the leading
online network for women and one of the most demographically targeted
communities on the World Wide Web, today announced it has acquired
FamilyPoint.com, one of the leading online meeting place services for families,
friends and groups with similar interests. The addition of FamilyPoint.com
extends iVillage's service offerings to its members and increases functionality
by providing a wide array of tools for women to regularly connect with the
people they care about. Through FamilyPoint.com, consumers can become members of
multiple, private and secure family groups or clubs free of charge and easily
add new members through e-mail. Over 60% of FamilyPoint.com's members come to
the site through invitation or referral sources.
"iVillage's strategy is to be the place where women find the best set of
resources to manage and enhance their lives every day," said Candice Carpenter,
Co-Chairperson and Chief Executive Officer of iVillage Inc. "We believe the
addition of FamilyPoint.com will promote repeat visits and amount of time spent
on the iVillage.com site, and as members invite their friends and family to join
their individual groups, our reach will grow as well. The tools, which include
customized calendars, photo galleries, message boards, chat, address books and
reminders, extend iVillage.com's community assets and will enhance the kind of
targeted direct marketing initiatives that iVillage.com members and sponsors
value. In addition to the creation of meeting places and clubs, there will also
be links to product sites, such as iBaby and iMaternity, to promote purchases
and thus generate additional commerce revenue," Ms. Carpenter continued.
iVillage believes the addition of FamilyPoint.com's nearly 700,000 members and
approximately 345,000 average monthly unique visitors (as reported by Media
Metrix for May, June and July 1999) will increase reach and advertising revenue
to iVillage.com. Founded only a year ago, FamilyPoint.com's metrics have shown
rapid growth. According to Media Metrix, FamilyPoint.com reached approximately
0.6% of all Web users in the months of May, June and July 1999 and the company
averaged 5 million monthly page views in that same period.
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"Over sixty percent of FamilyPoint.com's audience is women, so joining with
iVillage, a leader in reaching women online, is a wonderful fit," said
FamilyPoint Chief Executive Officer Joe Murgio. "At FamilyPoint, we tailor our
product offerings to individuals' needs and look to offer the best way for
people to connect. Now with iVillage's extensive resources and offerings we can
make it even easier for families and friends to come together online."
Under the terms of the agreement, iVillage will pay approximately $26 million
(including approximately 550,000 shares of iVillage Common Stock and the
remainder in cash) for FamilyPoint.com, subject to a maximum increase of $5
million if certain performance thresholds are satisfied. iVillage will begin
integrating the product into the iVillage.com network immediately and plans to
create new versions of the FamilyPoint.com product throughout iVillage.com.
About iVillage.com: The Women's Network:
iVillage.com: The Leading Women's Network (http://www.ivillage.com and AOL
keyword: ivillage) is the leading women's network online providing practical
solutions and everyday support for women between the ages of 25 to 54. iVillage
is organized into branded communities that focus on issues of most importance to
women and provides interactive services, peer support and online access to
experts through 17 channels. Content channels include Parent Soup, allHealth,
Money Life, Career, Work from Home, Relationships, Fitness & Beauty, Click!:
Where Computers Make Sense, Pets, Travel, Parents Place, Food, Book Club and
Astrology and are complemented by commerce channels such as iBaby and iMaternity
and Shopping. Established in 1995 and headquartered in New York City, iVillage
Inc (Nasdaq: IVIL) is a new media company, widely recognized as an industry
leader in developing innovative sponsorship and commerce relationships that
match the desire of marketers to reach women with the needs of iVillage.com
members for relevant information and services.
About FamilyPoint.com
Founded in May 1998, FamilyPoint.com's mission is provide families, friends and
other close knit groups with an easy-to-use, free, private way to interact with
each other and communicate via the internet. FamilyPoint.com sets out to
accomplish this mission by fostering an online community supported by tools,
content and commerce that is enjoyable, useful and relevant to today's families
and groups.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
iVillage Inc. has included in this press release certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning iVillage's business, operations and financial condition. The
words or phrases "can be", "expects", "may affect", "may depend", "believes",
"estimate", "project" and similar words and phrases are intended to identify
such forward-looking statements. Such forward-looking statements are subject to
various known and unknown risks and
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uncertainties and iVillage cautions you that any forward-looking information
provided by or on behalf of iVillage is not a guarantee of future performance.
Actual results could differ materially from those anticipated in such
forward-looking statements due to a number of factors, some of which are beyond
iVillage's control, in addition to those discussed in iVillage's other press
releases, public filings and statements by iVillage's management, including (i)
the volatile and competitive nature of the Internet industry, (ii) changes in
domestic and foreign economic and market conditions, (iii) the effect of
federal, state and foreign regulation on iVillage's business, (iv) failure of
iVillage, its vendors or other third parties to achieve Year 2000 compliance and
(v) the effect of any future acquisitions. All such forward-looking statements
are current only as of the date on which such statements were made. iVillage
does not undertake any obligation to publicly update any forward-looking
statement to reflect events or circumstances after the date on which any such
statement is made or to reflect the occurrence of unanticipated events.
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