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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): July 13, 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)
170 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
Not Applicable
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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 July 13, 1999, iVillage Inc. ("iVillage") issued a press
release announcing that it has entered into a definitive Agreement and Plan of
Reorganization, dated as of July 13, 1999, by and among iVillage, LPC
Acquisition Corporation, a Connecticut corporation and wholly-owned subsidiary
of iVillage, Lamaze Publishing Company, Inc., a Connecticut corporation ("Lamaze
Publishing"), the shareholders of Lamaze Publishing and the holders of stock
appreciation units in Lamaze Publishing, pursuant to which iVillage has agreed
to acquire Lamaze Publishing for an aggregate purchase price of approximately
$101.7 million, consisting of approximately $5 million in cash and repayment of
indebtedness and approximately 1,750,000 shares of iVillage common stock valued
at approximately $96.7 million under purchase accounting rules.
The acquisition is subject to the submission of certain filings
with governmental agencies and other customary closing conditions. 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
99.1 Press Release dated July 13, 1999 regarding iVillage
Inc.'s announcement of the acquisition of Lamaze
Publishing Company, 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: July 23, 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 July 13, 1999 regarding iVillage Inc.'s announcement
of the acquisition of Lamaze Publishing Company, Inc.
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[LOGO OF iVillage.com]
FOR IMMEDIATE RELEASE
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CONTACT: Jason Stell
iVillage
212-206-3141
[email protected]
iVILLAGE INC. TO BUY LAMAZE PUBLISHING COMPANY
Acquisition Expands Online Leaders' Multimedia Capabilities, Reach and
Sponsorship Opportunities
NEW YORK, N.Y. - July 13,1999 - iVillage Inc. (Nasdaq: IVIL), a leading online
women's network, today announced that it signed a definitive agreement to
acquire Lamaze Publishing Company, a privately held, leading multi-media
organization providing educational information to the expectant and new mother
parenting sector. Lamaze Publishing is also the exclusive marketing agent of
Lamaze International, a not-for-profit organization, headquartered in
Washington, D.C. Lamaze Publishing holds an exclusive license to the Lamaze mark
for consumer publications, including print, audio and other visual properties.
This acquisition is consistent with iVillage's long-term strategy of supporting
women in the most important areas of their lives: parenting, health, money and
work, which creates a high level of involvement with and loyalty to the iVillage
experience.
This transaction brings together two trusted leaders in reaching pregnant women
and new mothers, a segment of the market that has a strong need and desire for
highly personalized and interactive information, services and products. iVillage
is the online leader through its Parent Soup and ParentsPlace sites as well as
its e-commerce services, iBaby and iMaternity, while Lamaze is the dominant name
in the overall new parenting sector. The acquisition, which will be accounted
for as a purchase, has an indicated purchase price of $86.7 million, comprised
of approximately 1,750,000 shares of iVillage Common Stock based upon the
average closing price for iVillage Common Stock on the Nasdaq Stock Market for
the 20 consecutive trading days ended July 9, 1999, and approximately $5 million
in cash and repayment of indebtedness. iVillage expects to complete the
acquisition by the end of August 1999. The closing of the transaction is subject
to certain customary closing conditions.
Lamaze Publishing, through an array of multi-media outlets including magazines,
videos, direct mail, satellite channels in hospitals and sampling programs,
currently is estimated to reach more than 75% of all women giving birth in the
United States and 90% of all first time parents. The addition of Lamaze
Publishing to the iVillage.com network will further extend the iVillage and
iBaby brands offline, add a key online component to
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further extend Lamaze Publishing and in turn, will serve to drive traffic to
iVillage.com. This relationship presents attractive opportunities for sponsors
to have access, across multiple platforms, to the majority of U.S. parents and
prospective parents through one single source. The iVillage commerce businesses
will be enhanced with the addition of Lamaze licensed products, including
certain books, videos and music, which will be offered through iBaby with
certain input and approval from Lamaze International.
"Creating a meaningful relationship with women at a key time of need, such as
when they become new mothers, is the way to build loyalty and retention," said
Candice Carpenter, Co-Chairperson and Chief Executive Officer of iVillage. "We
believe no other company has greater ability to reach the growing new parents
market through as many mediums as the iVillage and Lamaze Publishing
combination. The trust and integrity associated with the Lamaze brand is
consistent with the highest standards we impose throughout our network. This is
another example of our ability to build our community through our acquisition of
high quality content and unique commerce opportunities."
"Lamaze Publishing generated revenues of $11.0 million and positive EBITDA in
1998, excluding the impact associated with the launch of a new magazine in
1998," said Craig Monaghan, Chief Financial Officer of iVillage. "We are buying
a rapidly growing business with synergistic opportunities for iVillage which we
expect to have a positive impact on our business."
Lamaze International President Mary Jo Podgurski stated, "The relationship
between iVillage and Lamaze Publishing Company offers a prime opportunity for
Lamaze International to extend its mission to reach the millions of women and
parents who access information on the Internet."
"The National Center for Health Statistics projects an estimated 3.9 million
births in 2000 and over three quarters of families in the U.S. are reached by
Lamaze Publishing with information about child birth and parenting," said Bruce
Failing, Chief Executive Officer of Lamaze Publishing Corporation. "Together
Lamaze Publishing and iVillage are well positioned to further extend their
impressive leads in the childbirth education and parenting sector." Parenting
has also shown to have an effect on Internet usage. According to Ziff-Davis'
InfoBeads, almost 40 percent of the households with children have Internet
access as compared with 26.8 percent of the households without children.
Through print, in-hospital satellite cable, television, video and sampling
programs, Lamaze Publishing Company currently is estimated to reach parents and
families of the over 3.5 million babies born each year in the U.S.
Brown Brothers Harriman served as financial advisor to Lamaze Publishing Company
on the transaction.
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About iVillage.com: The Women's Network
iVillage.com: The Women's Network (http://www.ivillage.com and AOL keyword:
ivillage) is a leading women's network online providing practical solutions and
support for everyday problems facing 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 the
online access to experts through 16 channels. Content channels include Parent
Soup, Better Health, 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 two shopping channels, iBaby and
iMaternity. Established in 1995 and headquartered in New York City, iVillage Inc
(Nasdaq: IVIL) is a new media company with the mission of humanizing cyberspace
for women. The company is 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 Lamaze Publishing Company
Lamaze Publishing Company, Inc. located in Darien, CT., offers a full line of
media properties. In addition to its Lamaze properties, the company offers The
Newborn Channel, a national television network that instructs mothers in their
rooms following birth in 838 hospitals nationwide and reaching approximately
2,200,000 new mothers. The Lamaze products, used by childbirth educators and
maternity nurses nationwide include: Lamaze Parents, (Circ. 2,400,000), a
pre-natal publication that is used in childbirth education curriculum and
reaches over 75 percent of all non-Hispanic women giving birth; Lamaze Baby,
(Circ. 3,000,000), a postnatal magazine used by maternity nurses to instruct new
mothers at bedside and reaching 75 percent of all births; Lamaze Special
Delivery, (Circ. 5,975,000), onserts and coupons offered with Lamaze Parents,
Revista Lamaze and Lamaze Baby; Lamaze You and Your Baby Video, (Circ.
1,800,000), a childbirth education video used in both classrooms and at home;
Lamaze para Padres, (Circ. 575,000), the only Spanish-language magazine used in
childbirth education classes and reaching over 85 percent of Hispanic women
giving birth; Lo Mejor para Su Bebe, a Spanish-language instructional video
distributed in class by childbirth educators (Circ. 450,000); and Lamaze Family,
(Circ. 1,000,000), a parenting magazine covering issues of interest to families
with children from 6 months to 6 years of age.
About Lamaze International
Lamaze International is a not-for-profit organization founded in 1960, whose
mission is to promote normal, natural, healthy and fulfilling childbearing and
early parenting experiences for women and their families through education,
advocacy and reform. Members of Lamaze International include childbirth
educators, nurses, midwives, and physicians, as well as parents and consumers
who support the Lamaze philosophy of birth and parenting. Lamaze International
provides the most comprehensive and respected
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education program for childbirth educators available, and is the only
organization, which certifies Lamaze childbirth educators. Since its founding,
the organization has educated and certified over 11,000 Lamaze Certified
Childbirth Educators (LCCEs), who have provided a wealth of information about
pregnancy, childbirth, and early parenting to expectant parents in the United
States and around the world. In addition, Lamaze International provides
continuing education programs for childbirth educators and other health care
professionals that work with childbearing families. In recent years, Lamaze
International has entered into several strategic licensing partnerships, which
offer opportunities to advance the organization's mission. "Lamaze" is a
trademark of Lamaze International, and the organization ensures that its
licensing partners uphold and advance its philosophy and mission.
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 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) the impact of assimilating Lamaze Publishing Company into
iVillage, including the potential difficulty in assimilating its personnel and
operations, disruption in iVillage's ongoing business, increases in expenses and
possible adverse effects to iVillage's operational results, (iii) changes in
domestic and foreign economic and market conditions, including the impact of
this announcement, (iv) the effect of federal, state and foreign regulation on
iVillage's business, (v) failure of iVillage, its vendors or other third parties
to achieve Year 2000 compliance and (vi) 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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