UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
iVillage Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value 46588H105
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(Title of Class of Securities) (CUSIP Number)
Richard Cotton, Esq., National Broadcasting Company, Inc., 30 Rockefeller
Plaza, New York, New York, 10112 (212) 664-4444
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 2, 1999
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(Date of Event which Requires Filing of this Statement)
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(e), 13d-1(f), or 13d-1(g), check the following
box [ ].
<PAGE>
SCHEDULE 13D
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CUSIP No. 46588H105 PAGE 2 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY, INC. 14-1682529
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 2,161,634
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------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
2,161,634
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,161,634
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
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CUSIP No. 46588H105 PAGE 3 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY HOLDING, INC. 13-3448662
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
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------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY NATIONAL BROADCASTING
COMPANY HOLDING, INC.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPLICABLE (SEE 11 ABOVE)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 46588H105 PAGE 4 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GE INVESTMENTS SUBSIDIARY, INC. 51-0294231
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
------- ------------------------------------------------
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
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------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GE INVESTMENTS
SUBSIDIARY, INC.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPLICABLE (SEE 11 ABOVE)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 46588H105 PAGE 5 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC PENSION TRUST 14-6015763
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 85,295
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
0
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10 SHARED DISPOSITIVE POWER
85,295
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,295
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 46588H105 PAGE 6 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC INVESTMENT CORPORATION,
as Investment Manager of General Electric Pension Trust 22-2152310
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 85,295
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
0
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10 SHARED DISPOSITIVE POWER
85,295
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,295
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ X ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 46588H105 PAGE 7 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC COMPANY 14-0689340
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC
COMPANY
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPICABLE (SEE 11 ABOVE)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
This Amendment No. 1 (this "Amendment") amends the Schedule 13 D filed
on April 9, 1999, (the "Schedule 13D"), which relates to shares of common stock,
par value $0.01 per share of iVillage, Inc., a Delaware corporation (the
"Company"). Capitalized terms used herein but not defined herein shall have the
meanings attributed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Purchase Agreement, GEIS obtained a warrant to purchase
up to 323,625 shares of Common Stock at $15.45 per share during calendar year
2000 ("Warrant A") and an additional warrant to purchase up to 271,003 shares of
Common Stock at $18.45 per share during calendar year 2001. Warrant A will
become exercisable on January 1, 2000 and expire on December 31, 2000 (the
"Exercise Period"). Pursuant to Section 13d-3(1)(i) of the Securities Exchange
Act of 1934, NBC is deemed to beneficially own the underlying Common Stock of
Warrant A sixty days prior to the commencement of the Exercise Period. Warrant A
is attached hereto as Exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this Amendment are incorporated herein by reference. As of
November 3, 1999, NBC beneficially owned in the aggregate 2,161,634 shares of
Common Stock of the Company, representing approximately 7.3% of the outstanding
shares of Common Stock and both GEPT and GEIC beneficially owned in the
aggregate 85,259 shares of Common Stock of the Company, representing
approximately 0.2% of the outstanding shares of Common Stock (based upon
29,496,051 shares of Common Stock outstanding as reported in the Company's
prospectus dated October 28, 1999).
Except as disclosed in this Item 5(a), none of the Reporting Persons,
nor, to the best of their knowledge, any of their directors or executive
officers (or in the case of GEPT, its trustees), beneficially owns any shares of
Common Stock of the Company.
(b) The responses of the Reporting Persons to (i) Rows (7) through (10)
of the cover pages of this Amendment and (ii) Item 5(a) hereof are incorporated
herein by reference.
Except as disclosed in this Item 5(a), none of the Reporting Persons,
nor to the best of their knowledge, any of their directors or executive officers
(or in the case of GEPT, its trustees), presently has the power to vote or to
direct the vote or to dispose or direct the disposition of any of the shares of
Common Stock of the Company which they may be deemed to beneficially own.
(c) Except as disclosed in Item 3 hereof, none of the Reporting
Persons, nor, to the best of their knowledge, any of their directors or
executive officers (or in the case of GEPT, its trustees), has effected any
transaction in the Common Stock of the Company during the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Neither the filing of this Amendment or any further amendment to the
Schedule 13D, nor anything contained herein is intended as, or should be
construed as, an admission that NBCH, GEIS, or GE is the "beneficial owner" of
any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Item 3 hereof are incorporated herein by reference.
In connection with a secondary offering by the Company (the
"Offering"), NBC and GEIS signed separate Lock-up Agreements with the Company
under which both NBC and GEIS agreed not to transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for shares of Common Stock for a period of 90 days
after the Offering. The lock-up agreements for each of NBC and GEIS are attached
hereto as Exhibit 3 and Exhibit 4, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stock Subscription Warrant issued by iVillage, Inc. to GE
Investments Subsidiary, Inc., dated April 14, 1999.
Exhibit 2 Power of Attorney by General Electric Company, dated
February 8, 1999.
Exhibit 3 Lock-up Agreement by and between iVillage Inc. and National
Broadcasting Company, Inc. dated October 8, 1999.
Exhibit 4 Lock-up Agreement by and between iVillage Inc. and National
Broadcasting Company, Inc. dated October 8, 1999.
<PAGE>
SIGNATURES
After reasonable inquiry at to the best of my knowledge and belief, I
certify that the information set forth in this statement, is true, complete and
correct.
Dated: April 8, 1999
NATIONAL BROADCASTING GENERAL ELECTRIC INVESTMENT
COMPANY, INC. CORPORATION
By: /s/ Mark Begor By: /s/ Robert E. Healing
-------------------------------- ------------------------------------
Mark W. Begor Robert E. Healing
Executive Vice President Vice President and Secretary
NATIONAL BROADCASTING GENERAL ELECTRIC COMPANY
COMPANY HOLDING, INC.
By: /s/ Mark Begor By: /s/ Robert E. Healing
-------------------------------- -----------------------------------
Mark W. Begor Robert E. Healing
Treasurer Attorney-in-Fact
GE INVESTMENTS SUBSIDIARY, INC.
By: /s/ Michael M. Pastore
Michael M. Pastore
Vice President
GENERAL ELECTRIC PENSION TRUST
By: General Electric Investment Corporation,
its Investment Manager
By: /s/ Michael M. Pastore
Michael M. Pastore
Vice President
<PAGE>
EXHIBIT INDEX
Exhibit 1 Stock Subscription Warrant issued by iVillage, Inc. to GE
Investments Subsidiary, Inc., dated April 14, 1999.
Exhibit 2 Power of Attorney by General Electric Company, dated February 8,
1999.
Exhibit 3 Lock-up Agreement by and between iVillage Inc. and National
Broadcasting Company, Inc. dated October 8, 1999.
Exhibit 4 Lock-up Agreement by and between iVillage Inc. and National
Broadcasting Company, Inc. dated October 8, 1999.
<PAGE>
EXHIBIT 1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT. ADDITIONALLY, THE TRANSFER OF THESE
SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 13 OF THE
REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 4, 1998, AMONG IVILLAGE, INC.
AND THE OTHER SIGNATORIES THERETO (THE "REGISTRATION RIGHTS AGREEMENT"), THE
STOCKHOLDERS' AGREEMENT DATED AS OF DECEMBER 4, 1998 AMONG IVILLAGE INC. AND THE
OTHER SIGNATORIES THERETO (THE "STOCKHOLDERS AGREEMENT") AND THIS WARRANT, AND
NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH
CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH
CONDITIONS, IVILLAGE INC. HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW
CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY
REGISTERED IN THE NAME OF SUCH HOLDER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE
TO THE SECRETARY OF IVILLAGE INC.
April 14, 1999
IVILLAGE INC.
STOCK SUBSCRIPTION WARRANT
THIS CERTIFIES that, for value received, GE INVESTMENTS
SUBSIDIARY, INC., or assigns, is entitled to subscribe for and purchase from
IVILLAGE INC., a Delaware corporation (the "Company"), 323,625 shares (the
"Warrant Shares") of Common Stock, $.01 par value (the "Common Stock") of the
Company (the "Financing") at a purchase price of $15.45 per share (the "Warrant
Price") at any time during the calendar year 2000 (the "Exercise Period"). The
shares of capital stock of the Company issuable upon exercise or exchange of
this Warrant are sometimes hereinafter referred to as the "Warrant Shares," and,
in connection therewith, all references herein to Warrant Shares shall mean
Common Stock. Terms used but not defined herein shall have the meanings set
forth in the Amended and Restated Series E Stock Purchase Agreement dated the
date hereof between GE Investments Subsidiary, Inc. and the Company.
I. EXERCISE OF WARRANT.
The rights represented by this Warrant may be exercised by the
holder hereof, in whole or in part, at any time during the Exercise Period, by
the surrender of this Warrant (properly endorsed) at the office of the Company,
or at such other agency or office of the Company in the United States of America
as it may designate by notice in writing to the holder hereof at the address of
such holder appearing on the books of the Company, and by payment to the Company
of the Warrant Price in cash, by check, by wire transfer or by bank draft
payable to the order of the Company for each share being purchased. In the event
of the exercise of the rights represented by this Warrant, a certificate or
certificates for the Warrant Shares so purchased, registered in the name of the
holder, and if such Warrant Exercise shall not have been for all Warrant Shares,
a new Warrant, registered in the name of the holder hereof, of like tenor to
this Warrant, shall be delivered to the holder hereof within a reasonable time,
not exceeding ten days, after the rights represented by this Warrant shall have
been so exercised. The person in whose name any certificate for Warrant Shares
is issued upon exercise of this Warrant shall for all purposes be deemed to have
become the holder of record of such shares on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.
II. EXCHANGE OF WARRANT.
(a) At any time and from time to time during the Exercise Period, the
holder may, at its option, exchange this Warrant, in whole or in part (a
"Warrant Exchange"), into the Warrant Shares, by the surrender of this Warrant,
accompanied by a properly completed and executed Notice of Exchange in the form
attached, at the office of the Company, or at such other agency or office of the
Company in the United States of America as it may designate by notice in writing
to the holder thereof at the address of such holder appearing on the books of
the Company.
(b) The closing of any Warrant Exchange shall take place at the offices of
the Company on the date specified in the Notice of Exchange (the "Exchange
Date"), which shall be not less than five and not more than 30 days after the
delivery of such Notice. At such closing, the Company shall issue and deliver to
the holder or its designee a certificate or certificates for the Warrant Shares
to be issued upon such Warrant Exchange, registered in the name of the holder or
such designee, and if such Warrant Exchange shall not have been for all Warrant
Shares, a new Warrant, registered in the name of the holder, of like tenor to
this Warrant for the number of shares still subject to this Warrant following
such Warrant Exchange.
III. ADJUSTMENT OF WARRANT PRICE.
If, at any time during the Exercise Period, the number of
outstanding shares of Common Stock is (i) increased by a stock dividend payable
in shares of such class of capital stock or by a subdivision or split-up of
shares of such class of capital stock, or (ii) decreased by a combination of
shares of such class of capital stock, then, following the record date fixed for
the determination of holders of such class of capital stock entitled to receive
the benefits of such stock dividend, subdivision, split-up, or combination, the
Warrant Price shall be adjusted to a new amount equal to the product of (A) the
Warrant Price in effect on such record date and (B) the quotient obtained by
dividing (x) the number of shares of such class of capital stock outstanding on
such record date (without giving effect to the event referred to in the
foregoing clause (i) or (ii)), by (y) the number of shares of such class of
capital stock which would be outstanding immediately after the event referred to
in the foregoing clause (i) or (ii), if such event had occurred immediately
following such record date.
IV. ADJUSTMENT OF WARRANT SHARES.
Upon each adjustment of the Warrant Price as provided in
Section 3, the Holder shall thereafter be entitled to subscribe for and
purchase, at the Warrant Price resulting from such adjustment, the number of
Warrant Shares equal to the product of (i) the number of Warrant Shares existing
prior to such adjustment and (ii) the quotient obtained by dividing (A) the
Warrant Price existing prior to such adjustment by (B) the new Warrant Price
resulting from such adjustment. No fractional shares of capital stock of the
Company shall be issued as a result of any exercise or conversion of the
Warrant. If a fractional share interest arises upon any exercise or conversion
of the Warrant, the Company shall eliminate such fractional share interest by
paying the holder an amount computed by multiplying the fractional interest by
the Fair Market Value of a full share. For purposes of this Section 4, "Fair
Market Value" of the Warrant Shares shall mean:
(i) the closing price of shares of the Company's
Common Stock quoted on the Nasdaq National Market or the
closing price quoted on any exchange on which such shares are
listed, whichever is applicable, on the trading day
immediately preceding the date of delivery of the notice
pursuant to Section 1, or
(ii) if the Common Stock is not listed on the Nasdaq
National Market or on an exchange, the fair market value of
one share of Common Stock as determined in good faith by the
Company's Board of Directors.
V. COVENANTS AS TO PREFERRED STOCK.
The Company covenants and agrees that all shares of Common
Stock which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issue thereof.
The Company shall pay all taxes and any and all United States federal, state and
local taxes and other charges that may be payable in connection with the
preparation, issuance and delivery of the certificates representing Warrant
Shares hereunder. The Company further covenants and agrees that the Company will
from time to time take all such action as may be requisite to assure that the
stated or par value per share of the Common Stock is at all times equal to or
less than the then effective Warrant Price per share of the Common Stock
issuable upon exercise of this Warrant. The Company further covenants and agrees
that the Company will at all times have authorized and reserved, free from
preemptive rights, a sufficient number of shares of its Common Stock to provide
for the exercise of the rights represented by this Warrant. The Company further
covenants and agrees that if any shares of capital stock to be reserved for the
purpose of the issuance of shares of capital stock upon the exercise of this
Warrant require registration with or approval of any governmental authority
under any Federal or state law before such shares may be validly issued or
delivered upon exercise, then the Company will in good faith and expeditiously
as possible endeavor to secure such registration or approval, as the case may
be. If and so long as the capital stock issuable upon the exercise of this
Warrant is listed on any national securities exchange, the Company will, if
permitted by the rules of such exchange, list and keep listed on such exchange,
upon official notice of issuance, all shares of such capital stock.
VI. NO SHAREHOLDER RIGHTS.
This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company.
VII. RESTRICTIONS ON TRANSFER, RIGHTS UNDER PURCHASE AGREEMENT; ETC.
The holder of this Warrant by acceptance hereof agrees that
the transfer of the Underlying Securities are subject to the provisions of
Section 13 of the Registration Rights Agreement and the Stockholders' Agreement
and the transfer of this Warrant subject to Section 8. The Underlying Securities
issuable upon exercise of this Warrant shall be entitled to all rights and
benefits accorded thereto in the Series E Agreement, and the applicable
provisions of the Series E Agreement are hereby incorporated herein by
reference.
VIII. TRANSFER OF WARRANT; AMENDMENT.
(c) This Warrant and all rights hereunder are not
transferable, in whole, or in part, except that the holder of this Warrant may
transfer this Warrant, in whole or in part, to an Affiliate as that term is
defined in the Stockholders' Agreement, at the agency or office of the Company
referred to in Section 2, by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant properly endorsed. Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees that
this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so
endorsed the holder hereof may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner hereof for any purposes and as
the person entitled to exercise the rights represented by this Warrant, or to
the transfer hereof on the books of the Company, any notice to the contrary
notwithstanding; but until each transfer on such books, the Company may treat
the registered holder hereof as the owner hereof for all purposes
(d) The terms and provisions of this Warrant may not be
modified or amended, except under the written consent of the Company and the
Holders of a majority of Warrant Shares issuable upon exercise hereof.
IX. REORGANIZATIONS, ETC.
In case, at any time on or prior to December 31, 2000, of any
capital reorganization, of any reclassification of the stock of the Company
(other than a change in par value or from par value to no par value or from no
par value to par value or as a result of a stock dividend or subdivision,
split-up or combination of shares), or the consolidation or merger of the
Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing operation and which does not result in
any change in the Warrant Shares) or of the sale of all or substantially all the
properties and assets of the Company to any other corporation, this Warrant
shall, after such reorganization, reclassification, consolidation, merger or
sale, be exercisable for the kind and number of shares of stock or other
securities or property of the Company or of the corporation resulting from such
consolidation or surviving such merger or to which such properties and assets
shall have been sold to which such holder would have been entitled if he had
held the Warrant Shares issuable upon the exercise hereof immediately prior to
such reorganization, reclassification, consolidation, merger or sale. In any
such case, the Company shall, as condition precedent to such transaction,
execute a new Warrant or cause such successor or purchasing corporation, as the
case may be, to execute a new Warrant, providing that the holder of this Warrant
shall have the right to exercise such new Warrant and upon such exercise to
receive, in lieu of each share of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property issuable or payable, as the case may be, upon
such merger, consolidation, sale of assets or other change to a holder of one
share of Common Stock. Such new Warrant shall provide for adjustments that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 10. The provisions of this Section 10 shall similarly apply to
successive mergers, consolidations, sale of assets and other changes and
transfers.
X. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.
If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall, on such terms as to indemnity or otherwise as it may reasonably
impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so
lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.
XI. NOTICE OF ADJUSTMENTS.
The Company shall promptly give written notice of each change,
adjustment or readjustment of the Warrant Price or the number of shares of
Common Stock or other securities issuable upon exercise of this Warrant, by
first class mail, postage prepaid, to the registered holder of this Warrant at
the holder's address for notices in the Series E Stock Purchase Agreement. This
notice shall state that change, adjustment or readjustment and show in
reasonable detail the facts on which that adjustment or readjustment is based.
The Company further agrees to notify the holder in writing of a reorganization,
merger or sale in accordance with Section 10 hereof at least thirty (30) days
prior to the effective date thereof.
XII. REMOVAL OF LEGENDS AND TRANSFER RESTRICTIONS.
The holder of the Warrant Shares is entitled to receive from
the Company a new certificate not bearing the legend relating to the Securities
Act of 1933, as amended, and not containing any stop transfer restrictions with
respect to the Warrant Shares, if such Warrant Shares are registered under the
Act and a prospectus meeting the requirements of Section 10 of the Act is
available, or if such holder provides to the Company an opinion of counsel for
such holder of the Shares reasonably satisfactory to the Company or a no-action
letter or interpretive opinion of the staff of the Securities and Exchange
Commission to the effect that a public sale, transfer or assignment of such
Warrant Shares may be made without registration and without compliance with any
restriction such as those contained in Rule 144.
XIII. MISCELLANEOUS.
The provisions of this Warrant shall be construed and shall be
given effect in all respects as if it had been issued and delivered by the
Company on the date of this Warrant. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of the State of New York and for all purposes shall be construed
in accordance with and governed by the laws of said state, without regard to New
York conflicts of law.
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Warrant to
be executed by its duly authorized officer on the date first above written.
IVILLAGE INC.
By: /s/ Candice Carpenter
----------------------
Name: Candice Carpenter
Title: Chief Executive Officer
ATTEST: /s/ Caterina Conti
-------------------
Name: Caterina Conti
Title: General Counsel and Secretary
<PAGE>
FORM OF SUBSCRIPTION
- --------------------------------------------------------------------------------
[To be signed upon exercise of Warrant]
The undersigned, the holder of the within Warrants, hereby irrevocably elects to
exercise the purchase rights represented by such Warrant for, and to purchase
thereunder, _________ shares of Common Stock of iVILLAGE INC., and herewith
makes payment of $_________ therefor, and requests that the certificates for
such shares be issued in the name of and delivered to,
_________________________________, whose address is
_____________________________________________.
Dated:
---------------------------------
(Signature)
---------------------------------
(Address)
<PAGE>
FORM OF ASSIGNMENT
- --------------------------------------------------------------------------------
[To be signed only upon transfer of Warrant]
For value received, the undersigned hereby sells, assigns and
transfers unto ________ the right represented by the within Warrant to purchase
_______ shares of Common Stock of iVILLAGE INC., to which the within Warrant
relates, and appoints ___________Attorney to transfer such right on the books of
iVILLAGE INC., with full power of substitution in the premises.
Dated:
-----------------------------------------------
(Signature)
Signed in the presence of:
- ---------------------------------------------------
<PAGE>
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that General Electric Company
("GE") constitutes and appoints each of the Corporate Counsel, Associate
Corporate Counsel, and Associate Securities Counsel as its true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for and on behalf of GE and in GE's respective name, place and stead, in any and
all capacities, to sign any Statements on Schedule 13D, Schedule 13G, Schedule
14D, Form 3, Form 4 or Form 5 under the Securities Exchange Act of 1934, and any
and all amendments to any thereof, and other documents in connection therewith
(including, without limitation, any joint filing agreement with respect to any
Statement on Schedule 13D, Schedule 13G or 14D or amendment thereto) and to file
the same, with all exhibits thereto, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as GE might or could do in person, hereby ratifying and confirming all that each
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: February 8, 1999
GENERAL ELECTRIC COMPANY
By: /s/ B.W. Heineman, Jr.
----------------------
Name: B. W. Heineman, Jr.
Title: Senior Vice President,
GeneralCounsel and Secretary
<PAGE>
Exhibit 3
October 8, 1999
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs and Mesdames:
This agreement (the "Lock-up Agreement") relates to the
proposed public offering (the "Offering") of the Common Stock, $0.01 par value
per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the
"Company").
In connection with the Offering, the Company will enter into
an underwriting agreement (the "Underwriting Agreement") with the several
underwriters listed on Schedule I to the Underwriting Agreement (the
"Underwriters") for whom you are acting as representatives (the
"Representatives").
In consideration of your entering into the Underwriting
Agreement, the undersigned hereby confirms, covenants and agrees that the
undersigned will not (and will not permit any other person, to the extent
allowable by law, who holds of record any of the undersigned's shares of Common
Stock, or substantially similar securities of the Company, to, with respect to
the shares so held), directly or indirectly, sell, offer to sell, contract to
sell, grant any option or warrant for the sale or purchase of, or otherwise
dispose of, any shares of Common Stock, or securities of the Company
substantially similar to the Common Stock, or any security convertible or
exchangeable into or exercisable for Common Stock, or any such substantially
similar securities, whether now owned or hereinafter acquired, owned by the
undersigned or with respect to which the undersigned has the power of
disposition or beneficial ownership (collectively, the "Shares") during the
period from the date of the final Prospectus (as that term is defined in the
Underwriting Agreement) continuing to and including the date 90 days after the
date of such final Prospectus.
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Shares even if such Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any of the Shares or
with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer
the Shares (i) as a bona fide gift or gifts, provided that the donee or donees
thereof agree to be bound in writing by the restrictions set forth herein, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound in writing by the restrictions set forth herein, and provided
further that any such transfer shall not involve a disposition for value, (iii)
to any affiliate of the undersigned, provided that such affiliate continues
during such restricted period to be an affiliate and agrees to be bound in
writing by the restrictions set forth herein or (iv) with the prior written
consent of Goldman, Sachs & Co. on behalf of the Underwriters. For purposes of
this Lock-up Agreement, "immediate family" shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. For purposes of this
Lock-up Agreement, an "affiliate" of the undersigned shall mean a limited
partner, stockholder or a wholly-owned subsidiary of the undersigned. The
undersigned now has, and, except as contemplated by clause (i), (ii), (iii) or
(iv) above, for the duration of this Lock-up Agreement will have, good and
marketable title to the Shares, free and clear of all liens, encumbrances and
claims whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Shares except in compliance with the foregoing restrictions.
Notwithstanding the foregoing, if the undersigned purchases any shares of Common
Stock of the Company in the open market after the consummation of the Offering,
then the provisions of this Lock-up Agreement shall not apply to such shares.
The undersigned acknowledges (i) the sufficiency of the
consideration for this Lock-up Agreement and (ii) that the decision, if any, of
the Underwriters to enter into the Underwriting Agreement will be made in part
in reliance upon the undersigned entering into, and abiding by the terms of,
this Lock-up Agreement. The undersigned further acknowledges that this Lock-up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
The undersigned further represents and agrees that he, she or
it has not taken and will not take, directly or indirectly, any action which is
designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Shares (as such term is
defined in the Underwriting Agreement), or which has otherwise constituted or
will constitute any prohibited bid for or purchase of the Shares or any related
securities.
The undersigned is executing and delivering this letter on the
understanding that each holder of Shares that is an officer or director of the
Company or an entity that is a stockholder of the Company with an affiliate
representative on the Board of Directors of the Company will execute and deliver
to Goldman Sachs & Co. a letter substantially similar to this letter. If such
understanding is incorrect, this letter shall become null and void. If any
holder of Shares (a "Released Holder") who has executed such a lock-up letter is
released with respect to any of the Shares that are directly owned by such
person or entity (the "Released Shares"), Goldman, Sachs & Co. will release that
number of the undersigned's Shares from the lock-up provisions set forth herein
equal to the lesser of (A) the absolute number of Released Shares or (B) a
percentage of the undersigned's shares equal to the percentage of the Released
Holder's total Shares that the Released Shares represent. It is expressly
understood that, to the extent other holders are released pursuant to the above
provision, such other holders shall not be deemed Released Holders and the
shares released with respect thereto shall not be deemed Released Shares for the
purposes of this Lock-up Agreement.
This agreement shall terminate and be of no further force and
effect if (a) the Company notifies Goldman Sachs & Co. that it does not intend
to proceed with the Offering, (b) the Underwriting Agreement does not become
effective, terminates or is terminated prior to payment for and delivery of
shares of Common Stock or (c) the closing of the Offering has not occurred by
December 20, 1999.
If the undersigned has already executed a lock-up agreement
pursuant to this Offering, the execution of this Lock-up Agreement by the
undersigned shall cause such prior lock-up agreement to be superceded by this
Lock-up Agreement.
This letter shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the principles of
conflict of laws.
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Martin Yudkovitz
------------------------------------
Signature
Martin Yudkovitz
----------------------------------------
Print Name
Title: President Interactive Media
<PAGE>
EXHIBIT 4
October 8, 1999
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs and Mesdames:
This agreement (the "Lock-up Agreement") relates to the
proposed public offering (the "Offering") of the Common Stock, $0.01 par value
per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the
"Company").
In connection with the Offering, the Company will enter into
an underwriting agreement (the "Underwriting Agreement") with the several
underwriters listed on Schedule I to the Underwriting Agreement (the
"Underwriters") for whom you are acting as representatives (the
"Representatives").
In consideration of your entering into the Underwriting
Agreement, the undersigned hereby confirms, covenants and agrees that the
undersigned will not (and will not permit any other person, to the extent
allowable by law, who holds of record any of the undersigned's shares of Common
Stock, or substantially similar securities of the Company, to, with respect to
the shares so held), directly or indirectly, sell, offer to sell, contract to
sell, grant any option or warrant for the sale or purchase of, or otherwise
dispose of, any shares of Common Stock, or securities of the Company
substantially similar to the Common Stock, or any security convertible or
exchangeable into or exercisable for Common Stock, or any such substantially
similar securities, whether now owned or hereinafter acquired, owned by the
undersigned or with respect to which the undersigned has the power of
disposition or beneficial ownership (collectively, the "Shares") during the
period from the date of the final Prospectus (as that term is defined in the
Underwriting Agreement) continuing to and including the date 90 days after the
date of such final Prospectus.
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Shares even if such Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option) with respect to any of the Shares or
with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer
the Shares (i) as a bona fide gift or gifts, provided that the donee or donees
thereof agree to be bound in writing by the restrictions set forth herein, (ii)
to any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, provided that the trustee of the trust
agrees to be bound in writing by the restrictions set forth herein, and provided
further that any such transfer shall not involve a disposition for value, (iii)
to any affiliate of the undersigned, provided that such affiliate continues
during such restricted period to be an affiliate and agrees to be bound in
writing by the restrictions set forth herein or (iv) with the prior written
consent of Goldman, Sachs & Co. on behalf of the Underwriters. For purposes of
this Lock-up Agreement, "immediate family" shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin. For purposes of this
Lock-up Agreement, an "affiliate" of the undersigned shall mean a limited
partner, stockholder or a wholly-owned subsidiary of the undersigned. The
undersigned now has, and, except as contemplated by clause (i), (ii), (iii) or
(iv) above, for the duration of this Lock-up Agreement will have, good and
marketable title to the Shares, free and clear of all liens, encumbrances and
claims whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of the Shares except in compliance with the foregoing restrictions.
Notwithstanding the foregoing, if the undersigned purchases any shares of Common
Stock of the Company in the open market after the consummation of the Offering,
then the provisions of this Lock-up Agreement shall not apply to such shares.
The undersigned acknowledges (i) the sufficiency of the
consideration for this Lock-up Agreement and (ii) that the decision, if any, of
the Underwriters to enter into the Underwriting Agreement will be made in part
in reliance upon the undersigned entering into, and abiding by the terms of,
this Lock-up Agreement. The undersigned further acknowledges that this Lock-up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
The undersigned further represents and agrees that he, she or
it has not taken and will not take, directly or indirectly, any action which is
designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Shares (as such term is
defined in the Underwriting Agreement), or which has otherwise constituted or
will constitute any prohibited bid for or purchase of the Shares or any related
securities.
The undersigned is executing and delivering this letter on the
understanding that each holder of Shares that is an officer or director of the
Company or an entity that is a stockholder of the Company with an affiliate
representative on the Board of Directors of the Company will execute and deliver
to Goldman Sachs & Co. a letter substantially similar to this letter. If such
understanding is incorrect, this letter shall become null and void. If any
holder of Shares (a "Released Holder") who has executed such a lock-up letter is
released with respect to any of the Shares that are directly owned by such
person or entity (the "Released Shares"), Goldman, Sachs & Co. will release that
number of the undersigned's Shares from the lock-up provisions set forth herein
equal to the lesser of (A) the absolute number of Released Shares or (B) a
percentage of the undersigned's shares equal to the percentage of the Released
Holder's total Shares that the Released Shares represent. It is expressly
understood that, to the extent other holders are released pursuant to the above
provision, such other holders shall not be deemed Released Holders and the
shares released with respect thereto shall not be deemed Released Shares for the
purposes of this Lock-up Agreement.
This agreement shall terminate and be of no further force and
effect if (a) the Company notifies Goldman Sachs & Co. that it does not intend
to proceed with the Offering, (b) the Underwriting Agreement does not become
effective, terminates or is terminated prior to payment for and delivery of
shares of Common Stock or (c) the closing of the Offering has not occurred by
December 20, 1999.
If the undersigned has already executed a lock-up agreement
pursuant to this Offering, the execution of this Lock-up Agreement by the
undersigned shall cause such prior lock-up agreement to be superceded by this
Lock-up Agreement.
This letter shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the principles of
conflict of laws.
/s/ Robert E. Healing
----------------------------------------
Signature
Vice President
For GE Investments Subsidiary, Inc.
Robert E. Healing
----------------------------------------
Print Name
