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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
iVILLAGE INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3845162
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(State of Incorporation or Organization) I.R.S. Employer Identification No.)
170 Fifth Avenue
New York, New York 10010
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box. |X|
Securities Act registration statement file number to which this form relates:
333-68749
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to the section titled "Description of Capital
Stock" in the Prospectus contained in Registrant's Registration
Statement on Form S-1 (Registration No. 333-68749) (as amended, the
"Form S-1 Registration Statement") originally filed with the Securities
and Exchange Commission on December 11, 1998.
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement:
1. Certificate of Incorporation, as currently in effect; (1)
2. Form of Amended and Restated Certificate of Incorporation, to be
filed prior to completion of this offering; (2)
3. Form of Amended and Restated Certificate of Incorporation of
iVillage Inc. to be filed after the closing of the offering made
under the Form S-1 Registration Statement; (3)
4. Bylaws of the Registrant, as currently in effect (4); and
5. Form of Amended and Restated Bylaws of the Regsitrant, to be
effective upon completion of this offering. (5)
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(1) Incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement.
(2) Incorporated by reference to Exhibit 3.2 to the Form S-1 Registration
Statement.
(3) Incorporated by reference to Exhibit 3.3 to the Form S-1 Registration
Statement.
(4) Incorporated by reference to Exhibit 3.4 to the Form S-1 Registration
Statement.
(5) Incorporated by reference to Exhibit 3.5 to the Form S-1 Registration
Statement.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 1, 1999 iVILLAGE INC.
By: /s/ Candice Carpenter
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Candice Carpenter
Chief Executive Officer
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