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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 20, 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 (IRS Employer
jurisdiction of File 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 2. Acquisition or Disposition of Assets
On August 20, 1999, iVillage Inc. ("iVillage") acquired Lamaze
Publishing Company, Inc., a Connecticut corporation ("Lamaze Publishing").
Lamaze Publishing was acquired pursuant to an 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 ("LPCAC"), Lamaze Publishing, the shareholders of Lamaze Publishing
and the holders of stock appreciation units in Lamaze Publishing (the "Merger
Agreement").
Pursuant to the Merger Agreement, LPCAC was merged with and
into Lamaze Publishing, with Lamaze Publishing as the surviving corporation (the
"Merger"). As a result of the Merger, Lamaze Publishing became a wholly-owned
subsidiary of iVillage.
The aggregate purchase price paid in connection with the
Merger was approximately $100 million under the purchase method of accounting,
consisting of approximately $5 million in cash and repayment of indebtedness and
1,748,693 shares of iVillage common stock. The Merger is intended to qualify as
a tax-free reorganization. iVillage has registered all shares of iVillage common
stock issued in connection with the Merger under the Securities Act of 1933, as
amended.
Lamaze Publishing is a privately-held multimedia company which
provides educational information to expectant and new parents through print,
in-hospital satellite cable, television, video and sampling programs. Lamaze
Publishing is the exclusive marketing agent for Lamaze International, Inc., a
not-for-profit organization which is the owner of the LAMAZE family of marks.
Lamaze Publishing holds an exclusive license to the LAMAZE mark for use in
connection with consumer publications and other communications, which include
print, audio, visual and other consumer-oriented media, that are commercial in
nature. iVillage intends to continue to use the assets acquired to conduct these
businesses and to integrate Lamaze Publishing's brand and businesses into the
existing businesses of iVillage and its subsidiaries.
The description of the Merger Agreement contained herein,
which is filed as an exhibit to this Form 8-K, does not purport to be complete
and is qualified in its entirety by the provisions of the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Previously reported in iVillage's registration statement
on Form S-1 (File No.: 333-85437).
(b) Previously reported in iVillage's registration statement
on Form S-1 (File No.: 333-85437).
(c) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of July
13, 1999, by and among iVillage Inc., LPC Acquisition
Corporation, Lamaze Publishing Company, Inc., the
shareholders of Lamaze Publishing
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Company, Inc. and the holders of stock appreciation
units in Lamaze Publishing Company, Inc. (incorporated
by reference from Exhibit 2.3 to iVillage's Form 10-Q
Quarterly Report for the period ended June 30, 1999,
File No.: 000-25469).
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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 15, 1999 By: /s/ Steven A. Elkes
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Steven A. Elkes
Senior Vice President
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EXHIBIT INDEX
Exhibits
2.1 Agreement and Plan of Reorganization, dated as of July 13,
1999, by and among iVillage Inc., LPC Acquisition Corporation, Lamaze
Publishing Company, Inc., the shareholders of Lamaze Publishing
Company, Inc. and the holders of stock appreciation units in Lamaze
Publishing Company, Inc. (incorporated by reference from Exhibit 2.3 to
iVillage's Form 10-Q Quarterly Report for the period ended June 30,
1999, File No.: 000-25469).
