-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHjvTR9wiiM7/u8npm5eX+ZUCdpHRAEpqvND7lemGBdTUf+0w8NfUI1tZ9nmEkdN pRCC1pi9Gtla9sERzBHLJg== 0000950123-01-503765.txt : 20010625 0000950123-01-503765.hdr.sgml : 20010625 ACCESSION NUMBER: 0000950123-01-503765 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010622 GROUP MEMBERS: COMMUNICATIONS DATA SERVICES GROUP MEMBERS: HEARST COMMUNICATIONS INC GROUP MEMBERS: HEARST HOLDINGS INC. GROUP MEMBERS: HEARST MAGAZINES PROPERTY INC GROUP MEMBERS: THE HEARST CORPORATION GROUP MEMBERS: THE HEARST FAMILY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56097 FILM NUMBER: 1665627 BUSINESS ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARST COMMUNICATIONS INC CENTRAL INDEX KEY: 0001052747 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 959 EIGHTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 959 8TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y50723sc13da.txt AMENDMENT NO.3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 3) iVILLAGE INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 46588H105 (CUSIP Number) JODIE W. KING, ESQ. THE HEARST CORPORATION 959 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 649-2025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: STEVEN A. HOBBS, ESQ. CLIFFORD CHANCE ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NY 10166 (212) 878-8000 (Date of event which requires filing of this statement) [ ] Check box 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). (Continued on following pages) 2 CUSIP No. 46588H105 13D Page 2 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON HEARST COMMUNICATIONS, INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCES OF FUNDS OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF UNITS _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 18,184,653 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 18,184,653 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ 3 CUSIP No. 46588H105 13D Page 3 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON HEARST MAGAZINES PROPERTY, INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCES OF FUNDS OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF UNITS _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 18,184,653 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 18,184,653 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ 4 CUSIP No. 46588H105 13D Page 4 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON COMMUNICATIONS DATA SERVICES, INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCES OF FUNDS OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION IOWA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF UNITS _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 18,184,653 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 18,184,653 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ 5 CUSIP No. 46588H105 13D Page 5 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON HEARST HOLDINGS, INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF UNITS _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 18,184,653 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 18,184,653 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ 6 CUSIP No. 46588H105 13D Page 6 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THE HEARST CORPORATION ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCES OF FUNDS OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF UNITS _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 18,184,653 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 18,184,653 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON CO ________________________________________________________________________________ 7 CUSIP No. 46588H105 13D Page 7 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON THE HEARST FAMILY TRUST ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCES OF FUNDS OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF UNITS _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 18,184,653 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 18,184,653 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON OO (testamentary trust) ________________________________________________________________________________ 8 SCHEDULE 13D ITEM 1 SECURITY AND ISSUER This Amendment No. 3 which relates to the shares of common stock, $0.01 par value per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the "Issuer"), supplements and amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 15, 2001 (the "Statement"), as amended by Amendment No. 1 filed on February 28, 2001, and Amendment No. 2 filed on June 21, 2001. The Issuer's principal executive offices are located at 500-512 Seventh Avenue, New York, New York 10018. ITEM 2 IDENTITY AND BACKGROUND (a) -- (c) This Amendment No. 3 is being filed jointly by Hearst Communications, Inc., a Delaware corporation ("Hearst Communications"), Hearst Magazines Property, Inc., a Nevada corporation ("Hearst Magazines"), Communications Data Services, Inc., an Iowa corporation ("CDS"), Hearst Holdings, Inc., a Delaware corporation ("Hearst Holdings"), The Hearst Corporation, a Delaware corporation ("Hearst"), and The Hearst Family Trust, a testamentary trust (the "Trust" and together with Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst, the "Reporting Persons"). Hearst, together with its various subsidiaries, is one of the world's largest diversified communications companies, with interests in newspaper, magazine, television and radio broadcasting, cable network programming, newspaper features distribution, television production and distribution, and new media activities. All of Hearst's issued and outstanding common stock is owned by the Trust. The location of Hearst's principal offices is 959 Eighth Avenue, New York, New York 10019. The location of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106. Hearst Holdings is a Delaware corporation and a wholly-owned subsidiary of Hearst. The principal executive offices of Hearst Holdings are located at 959 Eighth Avenue, New York, New York 10019. CDS is an Iowa corporation and a wholly-owned subsidiary of Hearst Holdings. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315. Hearst Magazines is a Nevada corporation and a wholly-owned subsidiary of CDS. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830. Hearst Communications is a Delaware corporation and a subsidiary of Hearst Magazines and Hearst Holdings. The principal executive offices of Hearst Communications are located at 959 Eighth Avenue, New York, NY 10019. Schedule I hereto sets forth the name, business address, present principal occupation or employment of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the Trustees of the Trust and the name, principal business and address of any corporation or other organization in which such employment is conducted. (d) -- (e) During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such 9 proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Schedule I hereto sets forth the citizenship of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the Trustees of the Trust. ITEM 4 PURPOSE OF THE TRANSACTION As previously reported in Amendment No.2 to the Statement on Schedule 13D, on February 5, 2001 the Issuer, Stanhope Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer ("Stan"), and Women.com Networks, Inc., a Delaware corporation ("WNI"), entered into an Agreement and Plan of Merger (the "Agreement and Plan of Merger"), pursuant to which the Issuer acquired all outstanding shares of common stock, par value $0.001 per share of WNI (the "WNI Common Stock"). On February 22, 2001 the Issuer, Stan and WNI entered into an Amendment No. 1 to the Agreement and Plan of Merger, and on April 27, 2001 entered into an Amendment No. 2 to the Agreement and Plan of Merger. In connection with the transactions contemplated by the Agreement and Plan of Merger, as amended, Hearst Communications entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), dated February 5, 2001 with the Issuer. On February 22, 2001, Hearst Communications and the Issuer entered into an Amended and Restated Securities Purchase Agreement (the "Amended Securities Purchase Agreement"). Pursuant to the Amended Securities Purchase Agreement the Issuer (i) agreed to sell and issue to Hearst Communications, and Hearst Communications agreed to purchase from the Issuer, up to 9,324,000 shares of Common Stock (the "Shares"), and (ii) agreed to issue a warrant (the "Warrant"), to Hearst Communications which will be exercisable for up to 2,100,000 additional shares of Common Stock (the "Warrant Shares"), for an aggregate purchase price (the "Purchase Price") of up to Twenty Million Dollars ($20,000,000) at the closing of the merger (the "Merger"), as contemplated by the Agreement and Plan of Merger, as amended. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) -- (b) As of June 18, 2001, the Reporting Persons owned 21,576,447 shares of WNI Common Stock (the "Securities"). Hearst Communications is the direct beneficial owner of the Securities. Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust may be deemed to beneficially own the Securities. Hearst Magazines has the power to direct the voting and disposition of the Securities as the controlling shareholder of Hearst Communications. CDS has the power to direct the voting and disposition of the Securities as the sole shareholder of Hearst Magazines. Hearst Holdings has the power to direct the voting and disposition of the Securities as the sole stockholder of CDS. The Trust and Hearst have the power to direct the voting and disposition of the Securities as the direct or indirect sole stockholders of Hearst and Hearst Holdings, respectively. Accordingly, Hearst Communications shares the power to direct the voting and disposition of the Securities beneficially owned by it, and Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust share the power to direct the voting and disposition of the Securities beneficially owned by Hearst Communications. Pursuant to the Agreement and Plan of Merger, as amended, at the effective time of the Merger, namely June 18, 2001, each share of WNI Common Stock issued and outstanding was cancelled and converted into 0.322 shares of Common Stock, and as a result, the Securities were converted into 10 6,947,615 shares of Common Stock (the "Merger Stock"). In connection with the Merger, the Issuer offered to all stockholders of WNI (other than Hearst Communications) pursuant to a registered rights offering, the opportunity to purchase a pro rata portion (based on their ownership of WNI's outstanding shares) of the Shares and the Warrant (the "Rights Offering"). Pursuant to the Amended Securities Purchase Agreement, Hearst Communications purchased 9,171,343 Shares and a Warrant, which is exercisable for 2,065,695 Warrant Shares for an aggregate Purchase Price of $19,672,309 on June 18, 2001. Accordingly, as a result of the closings of the Merger and the Amended Securities Purchase Agreement, Hearst Communications is the direct beneficial owner of (i) the Merger Stock and the Shares, which together represent an aggregate 16,118,958 shares of Common Stock, and (ii) a Warrant to purchase 2,065,695 Warrant Shares. Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust may be deemed to beneficially own 18,184,653 shares of Common Stock at such time. Hearst Magazines will have the power to direct the voting and disposition of 18,184,653 shares of Common Stock as the controlling shareholder of Hearst Communications. CDS will have the power to direct the voting and disposition of 18,184,653 shares of Common Stock as the sole shareholder of Hearst Magazines. Hearst Holdings will have the power to direct the voting and disposition of 18,184,653 shares of Common Stock as the sole stockholder of CDS. The Trust and Hearst will have the power to direct the voting and disposition of 18,184,653 shares of Common Stock as the direct or indirect sole stockholders of Hearst and Hearst Holdings, respectively. For purposes of this Statement: (i) Hearst Communications is reporting that effective as of the closing of the Merger, it shares the power to direct the voting and disposition of a total of 18,184,653 shares of Common Stock beneficially owned by it and (ii) Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust are reporting that they share the power to direct the voting and disposition of the 18,184,653 shares of Common Stock beneficially owned by Hearst Communications, representing approximately 32.122% of the as adjusted shares of Common Stock outstanding at the closing of the Merger. (c) As previously reported in Amendment No. 2 to the Statement on Schedule 13D, in connection with the Merger, the Issuer and Hearst Communications entered into a Stockholder Agreement (the "Stockholder Agreement"), effective as of the closing of the Merger. The Issuer and Hearst Communications entered into an Amended and Restated Stockholder Agreement dated June 20, 2001 (the "Amended Stockholder Agreement"), a copy of which is attached hereto as Exhibit 99.1, which amends and restates in its entirety the Stockholder Agreement. The Amended Stockholder Agreement provides, among other things, that without the consent of the non-Hearst members of the Issuer's board of directors, Hearst Communications and its affiliates may not acquire any shares of Common Stock or any other security generally entitled to vote for the election of directors of the Issuer (collectively, "Voting Securities"), if the effect of such acquisition would be to increase the total number of (x) outstanding Voting Securities owned by Hearst Communications and its affiliates and (y) outstanding convertible securities, options, warrants or other rights owned by Hearst Communications and its affiliates which are convertible into or exchangeable or exercisable for securities entitled to vote for election of directors of the Issuer, treating such convertible securities, options, warrants or other rights on an as converted basis (collectively such Voting Securities and convertible securities, options, warrants and rights the "Investor Group Interest"), to in excess of the "Maximum Interest", calculated as at the relevant date of determination as the number of shares of Common Stock resulting from the product of (x) the "Threshold Percentage", namely 32.122% and (y) the sum of total outstanding Voting Securities of the Issuer plus the total number of Warrant Shares owned by Hearst Communications and its affiliates. The Amended Stockholder Agreement also provides that Hearst Communications and its affiliates must vote a specified number of shares of Common Stock at the Issuer stockholder meetings as recommended by the Issuer's board of directors (which recommendation must include all non-Hearst 11 directors), with such number of shares being calculated at the time of determination as the Voting Securities held by Hearst Communications and its affiliates in excess of twenty-five percent (25%). The Issuer's board of directors is fixed at ten (10) members, of which three (3) members are Hearst Communications designees, and five (5) members are independent. For as long as Hearst Communications and its affiliates own at least eighty percent (80%) of the number of shares represented by Hearst Communications' and its affiliates' "Initial Equity Stake", it will be entitled to nominate three (3) directors. The "Initial Equity Stake" is the number of shares of Issuer securities represented by the Shares, the Warrant Shares and the Merger Stock. For as long as Hearst Communications and its affiliates own less than eighty percent (80%) but at least sixty-six percent (66%) of the Initial Equity Stake, Hearst Communications will be entitled to nominate two (2) directors. For as long as Hearst Communications and its affiliates own less than sixty-six percent (66%) of the Initial Equity Stake but more than ten percent (10%) of the Issuer's outstanding Voting Securities, Hearst Communications will be entitled to nominate one (1) director. In the event of the issuance of Voting Securities of the Issuer in a single transaction or series of related transactions which represent greater than twenty percent (20%) but less than forty percent (40%) of the number of Voting Securities outstanding immediately after such transaction or series of related transactions, upon request from the Issuer, Hearst Communications will cooperate with the Issuer to increase the size of the Issuer's board of directors to eleven (11) and to fill the vacancy arising therefrom with an independent director. In the event of the issuance of Voting Securities of the Issuer in a single transaction or series of related transactions which represent greater than forty percent (40%) of the number of Voting Securities outstanding immediately after such transaction or series of related transactions, upon request from the Issuer, Hearst Communications will cooperate with the Issuer to increase the size of the Issuer's board of directors to twelve (12) and to fill the vacancies arising therefrom with two (2) independent directors. (d) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 18,184,653 shares of Common Stock. (e) Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the Agreement and Plan of Merger, as amended, the Amended Securities Purchase Agreement, Amended Stockholder Agreement and the Warrant described in Item 4 and Item 5 above, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2001 HEARST COMMUNICATIONS, INC. By: /s/ James M. Asher --------------------------------- Name: James M. Asher Title: Senior Vice President 13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2001 HEARST MAGAZINES PROPERTY, INC. By: /s/ James M. Asher --------------------------------- Name: James M. Asher Title: Vice President 14 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2001 COMMUNICATIONS DATA SERVICES, INC. By: /s/ James M. Asher ---------------------------------- Name: James M. Asher Title: Vice President 15 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2001 HEARST HOLDINGS, INC. By: /s/ James M. Asher ------------------------------- Name: James M. Asher Title: Senior Vice President 16 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2001 THE HEARST CORPORATION By: /s/ James M. Asher -------------------------------- Name: James M. Asher Title: Senior Vice President 17 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 22, 2001 THE HEARST FAMILY TRUST By: /s/ Richard E. Deems ------------------------------- Name: Richard E. Deems Title: Trustee 18 SCHEDULE I Set forth below is the name and the present principal occupation or employment of each director and executive officer of Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst. Trustees of the Trust are identified by an asterisk. Unless otherwise indicated, each person identified below is employed by Hearst Communications, an indirect, wholly-owned subsidiary of Hearst, and may perform services for Hearst or one of its other wholly-owned subsidiaries. The principal business address of Hearst, Hearst Communications and Hearst Holdings, and unless otherwise indicated, each person identified below, is 959 Eighth Avenue, New York, New York 10019. The address of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830. Unless otherwise indicated, all persons identified below are United States citizens.
NAME PRESENT OFFICE/PRINCIPAL - ---- OCCUPATION OR EMPLOYMENT ------------------------ Hearst Communications George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director Frank A. Bennack, Jr.* President, Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President, Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, President: Hearst Magazines Division, Director Millicent H. Boudjakdji* Director John G. Conomikes* Senior Vice President, Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer George J. Green Vice President, President: Hearst Magazines International Division Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director
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Stephen T. Hearst (7) Director; Vice President: San Francisco Realties Division, The Hearst Corporation. William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President, Controller George B. Irish Senior Vice President, President: Hearst Newspapers Division, Director Raymond E. Joslin Senior Vice President, President: Hearst Entertainment and Syndication Group Administrative Division, Director Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President, President: Hearst Business Media Group Administrative Division Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine Co., Ltd. Gilbert C. Maurer* (2) Director Mark F. Miller* Vice President; Executive Vice President: Hearst Magazines Division, Director Bruce L. Paisner (3) Vice President, Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division Raymond J. Petersen* Director, Executive Vice President: Hearst Magazines Division Virginia Hearst Randt* Director Debra Shriver Vice President Alfred C. Sikes Vice President, President: Hearst Interactive Media Division Jonathan E. Thackeray Vice President Hearst Magazines Frank A. Bennack, Jr.* Director Victor F. Ganzi* Director George J. Green President, Treasurer; President: Hearst Magazines
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International Division, Hearst Communications, Inc. James M. Asher Vice President Ronald J. Doerfler Vice President Jodie W. King Vice President, Secretary Jonathan E. Thackeray Vice President John A. Rohan, Jr. Vice President CDS Donald F. Ross Chairman of the Board, Director Scott Weis President James M. Asher Vice President Kenneth J. Barloon Vice President, Controller, Chief Financial Officer Cathleen P. Black Director; President: Hearst Magazines Division, Hearst Communications, Inc. Ronald J. Doerfler Vice President Chris Holt Vice President Thomas J. Hughes Vice President Jodie W. King Vice President, Secretary Dennis Luther Vice President Paul McCarthy Vice President Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Tim Plimmer Vice President Lynn Reinicke Vice President John A. Rohan, Jr. Director, Treasurer Hearst Holdings George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director
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Frank A. Bennack, Jr.* President, Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President, Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. Millicent H. Boudjakdji* Director John G. Conomikes* Senior Vice President, Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (7) Director; Vice President: San Francisco Realties Division, The Hearst Corporation. William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc. Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.
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Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine Co., Ltd. Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Bruce L. Paisner (3) Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt* Director Debra Shriver Vice President Alfred C. Sikes Vice President; President: Hearst Interactive Media Division, Hearst Communications, Inc. Jonathan E. Thackeray Vice President Hearst George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee, Director Frank A. Bennack, Jr.* President, Chief Executive Officer, Director Victor F. Ganzi* Executive Vice President, Chief Operating Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. Millicent H. Boudjakdji* Director John G. Conomikes* Senior Vice President, Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer
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George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Austin Hearst (3) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (7) Director; Vice President: San Francisco Realties Division William R. Hearst, III* (4) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc. Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. Terence G. Mansfield (5)(6) Director, Vice President; Managing Director: The National Magazine Co., Ltd. Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Bruce L. Paisner (3) Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt* Director Debra Shriver Vice President Alfred C. Sikes Vice President; President: Hearst Interactive Media Division, Hearst Communications, Inc.
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Jonathan E. Thackeray Vice President
(1) 888 Seventh Avenue New York, NY 10106 (2) Self-employed, non-employed or retired (3) 235 E. 45th Street New York, NY 10017 (4) 2750 Sand Hill Road Menlo Park, CA 94025 (5) U.K. Citizen (6) National Magazine House 72 Broadwick Street London, England W1 2BP (7) 5 Third Street Suite 200 San Francisco, CA 94103 EX-99.1 2 y50723ex99-1.txt AMENDED AND RESTATED STOCKHOLDER AGREEMENT 1 AMENDED AND RESTATED STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT (this "Agreement") is entered into as of June 20, 2001 by and between iVillage Inc., a Delaware corporation (the "Company"), and Hearst Communications, Inc., a Delaware corporation ("Purchaser"), and amends and restates in its entirety the Stockholder Agreement dated as of June 18, 2001 by and between the Company and Purchaser (the "Prior Agreement"). The effective date of this Agreement shall be June 18, 2001. RECITALS WHEREAS, the Company and Purchaser are parties to that certain Amended and Restated Securities Purchase Agreement, dated as of February 22, 2001 (the "Securities Purchase Agreement"), which, among other things, provides for the sale by the Company and the purchase by Purchaser of up to 9,324,000 shares (subject to adjustment as provided in Section 1.2 of the Securities Purchase Agreement) of the Company's common stock (as adjusted, the "Purchase Shares") and a warrant to purchase up to an additional 2,100,000 shares of the Company's common stock (the "Warrant" and, upon exercise, the "Warrant Shares" and, each together with the Purchase Shares, the "Investment Shares"); and WHEREAS, the Investor Group (as hereinafter defined) acquired 6,947,615 shares of the Company's common stock in exchange for certain shares of Women.com Networks, Inc. common stock (the "Merger Shares") pursuant to an Agreement and Plan of Merger, dated as of February 5, 2001 and amended as of February 22, 2001, by and among Purchaser, the Company and a wholly-owned subsidiary of the Company (as amended, the "Agreement and Plan of Merger"); WHEREAS, the Investment Shares and the Merger Shares constitute all of the Voting Securities (as defined hereafter) owned by the Investor Group as of the date hereof; and WHEREAS, Section 6.13 of the Prior Agreement provides that the parties hereto will amend the Prior Agreement on the date hereof to adjust the Threshold Percentage and the Unrestricted Percentage (each as defined in the Prior Agreement) as a result of valid subscription agreements received by the subscription agent for the Rights Offering through June 15, 2001 and confirmed by the Subscription Agent through June 20, 2001 in accordance with the terms of the Rights Offering. NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in this Agreement, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 DEFINITIONS For the purposes of this Agreement, the following words and phrases shall have the following meanings: 1 2 (a) "13D Group" means any group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities which would be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D with the Securities and Exchange Commission as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned sufficient securities to require such a filing under the Exchange Act. (b) "20% Share Issuance" means the issuance of Voting Securities in a single transaction or a series of related transactions which represent greater than twenty percent (20%) but less than forty percent (40%) of the number of Voting Securities outstanding immediately after such transaction or series of related transactions. (c) "40% Share Issuance" means the issuance of Voting Securities in a single transaction or a series of related transactions which represent forty percent (40%) or more of the number of Voting Securities outstanding immediately after such transaction or series of related transactions. (d) "Affiliate" shall have the meaning set forth in Rule 12b-2 under the Exchange Act and shall also include any person acting on behalf of any person or its affiliate. (e) "Board" means the Board of Directors of the Company. (f) "Consenting Vote" means (i) the unanimous written consent of the Board or (ii) the approval of the Board at any properly noticed Board meeting at which a quorum is present which approval shall include all of the non-Investor Group Designees present at the meeting. (g) "Independent Director" means any person, as of the date of his or her appointment or election to the Board, that is not and has not been during the three years preceding the date of such appointment or election (i) an Investor Group Designee, or (ii) an employee of the Company or any of its subsidiaries. (h) "Initial Equity Stake" means the number of shares of iVillage securities represented by the Investment Shares and the Merger Shares. (i) "Investor Group" means Purchaser and its Affiliates. (j) "Investor Group Designee" means any person representing, employed by, designated as nominee by or otherwise affiliated with any member of the Investor Group. (k) "Investor Group Interest" means, as of the date of determination, the total number of (i) the outstanding Voting Securities owned by the Investor Group and (ii) any outstanding convertible securities, options, warrants or other rights owned by the Investor Group which are, or with the passage of time or satisfaction of any conditions could be, convertible into or exchangeable or exercisable for securities entitled to vote for the election of directors treating such convertible securities, options, warrants or other rights on an as converted basis. (l) "Maximum Interest" means, as of the date of determination, the total number of shares resulting from the product of the Threshold Percentage and the sum of (i) the total outstanding Voting Securities and (ii) the Warrant Shares owned by the Investor Group. 2 3 (m) "Minimum Interest" means, as of the date of determination, ten percent (10%) of the outstanding Voting Securities. (n) "Non-Investor Group Designees" means all directors on the Board as of the time of the determination, other than Investor Group Designees. (o) "Person" shall mean any individual, corporation, partnership (general or limited), limited liability company, limited liability partnership, trust, joint venture, joint-stock company, syndicate, association, entity, unincorporated organization or government or any political subdivision, agency or instrumentality thereof. (p) "Restricted Block" means, at the time of determination, the number of Voting Securities held by the Investor Group in excess of the Unrestricted Block. (q) "Threshold Percentage" means 32.122%. (r) "Transfer" means (i) to sell, exchange, pledge or otherwise transfer any interest in, and (ii) a sale, exchange, pledge or other transfer of any interest in, Voting Securities. (s) "Unrestricted Block" means, at the time of determination, the number of Voting Securities held by the Investor Group which represents the Unrestricted Percentage of the total outstanding Voting Securities of the Company. (t) "Unrestricted Percentage" means 25%. (u) "Voting Security" means, as of the date of determination, the Common Stock of the Company and any other security generally entitled to vote for the election of directors. 1.2 Other Defined Terms. In addition to the terms defined in Section 1.1, certain other defined terms are defined elsewhere in this Agreement and, whenever such terms are used in this Agreement, they shall have their respective defined meanings. ARTICLE II PURCHASE RESTRICTIONS 2.1 STANDSTILL OBLIGATIONS. (a) LIMITATION. At any time following the date of this Agreement, without a prior Consenting Vote, no member of the Investor Group shall, directly or indirectly, (i) acquire any Voting Securities (except by way of (A) stock splits, stock dividends or other distributions or offerings made available to holders of Voting Securities generally, or (B) stock options, warrants or other rights to purchase Voting Securities approved by Consenting Vote), or (ii) (other than in connection with an actual sale of such securities) exercise any stock options, warrants or other rights to purchase Voting Securities if the effect of such acquisition or exercise would be to increase the Investor Group Interest to more than the Maximum Interest. (b) RECAPITALIZATIONS, ETC. Notwithstanding Section 2.1(a), no member of the Investor Group shall be obligated to dispose of any Voting Securities (or be prohibited from exercising the Warrant) if the Investor Group Interest exceeds (or would, as a result of exercise of 3 4 the Warrant, exceed) the Maximum Interest as a result of (i) a recapitalization of the Company, (ii) a repurchase of Voting Securities or (iii) any other action taken by the Company or its Affiliates other than the Investor Group. (c) PARTICIPATION. Without a prior Consenting Vote, the Investor Group will not (i) solicit proxies in respect of any Voting Securities, (ii) become a "participant" or "participant in a solicitation", as those terms are defined in Rule 14a-11 under the Exchange Act, in opposition to a solicitation by the Company, (iii) form or join any group (other than a group composed solely of the Investor Group) for the purpose of voting, purchasing or disposing of Voting Securities, (iv) initiate, propose or otherwise solicit stockholders for any matter at any time, or induce or attempt to induce any other person (including the Company) to initiate any stockholder proposal or tender offer for shares of the Company, or for the purpose of convening a stockholders' meeting of the Company, (v) take any action by written consent in lieu of a meeting, or (vi) deposit any Voting Securities in a voting trust or subject them to a voting agreement or other arrangement of similar effect, except as contemplated by this Agreement; provided, however, that the Investor Group shall not be deemed to be a "participant" or to have become engaged in a solicitation hereunder solely by reason of (I) the membership of an Investor Group Designee on the Board, (II) the voting of the Investor Group's Voting Securities in any election of such representative of the Investor Group to the Board, or (III) the solicitation of proxies by the Company in connection with any annual meeting of the stockholders of the Company. 2.2 PURCHASER REPORTING OBLIGATIONS. (a) [Intentionally omitted]. 2.3 COMPANY REPURCHASE RIGHTS; DISPOSITION OBLIGATION. In the event that any acquisition of Voting Securities by the Investor Group should cause the Investor Group Interest to exceed the Maximum Interest: (a) The Company or its designee shall have the right, but shall not be required, to purchase from the Investor Group, and the Investor Group shall have the obligation to sell, such number of Voting Securities owned by the Investor Group as is necessary to reduce the Investor Group Interest to the Maximum Interest. The exercise of such right by the Company shall require a Consenting Vote. Any Voting Securities purchased by the Company pursuant to this Section shall be purchased for cash at a price per share equal to the lowest of: (i) the average cost per share to the Investor Group of the Voting Securities being purchased (it being conclusively presumed that the Voting Securities last acquired which exceeded the Maximum Interest are the Voting Securities being purchased); (ii) the average of the closing price for the Company's Common Stock on a national stock exchange or automated quotation system for the ten (10) consecutive trading days preceding the date on which the Company or its designee gives written notice to Purchaser of its intent to exercise its option under this Section; or (iii) the closing price for the Company's Common Stock on a national stock exchange or automated quotation system on the last trading day preceding the date on which the Company or its designee gives written notice to Purchaser of its intent to exercise its 4 5 option under this Section. This right is exercisable by the Company's delivery of written notice to Purchaser, within thirty (30) days after the Company first learns of such violation, specifying the number of Voting Securities to be purchased, the date on which said purchase shall occur (which date shall be not more than thirty (30) days after the date on which such notice was delivered to Purchaser) and the place designated for such transaction to take place. (b) The Company shall have the right, but shall not be required, to require the Investor Group, and the Investor Group shall have the obligation to sell or transfer as soon as practicable and in compliance with all applicable securities laws, such number of Voting Securities owned by the Investor Group as is necessary to reduce the Investor Group Interest to the Maximum Interest so as to not be in violation of Section 2.1(a). This right is exercisable by the Company's delivery of written notice to Purchaser, within thirty (30) days after the Company first learns of such violation. In the event the Company exercises such right, the sale or transfer of such number of Voting Securities owned by the Investor Group necessary to reduce the Investor Group Interest to the Maximum Interest shall be effected only in ordinary brokerage transactions, or in private block trades approved by Consenting Vote, provided, however, that (i) the selling member of the Investor Group shall inform the Company of such sale or transfer of Voting Securities, prior to effecting it, and (ii) Purchaser will use its reasonable efforts to effect or to cause the sale or transfer in a manner which will effect the broadest possible distribution with no sales or transfers to any one person or group within the meaning of the Exchange Act in excess of one percent (1%) of the then-outstanding Voting Securities. The exercise of such right by the Company shall require a Consenting Vote. The rights contained in this Section 2.3 shall not be deemed to be the exclusive remedies for acquisition of Voting Securities resulting in the Investor Group Interest exceeding the Maximum Interest in violation of Section 2.1(a), nor shall such right be deemed to prejudice, or to operate as a waiver of, any remedy contained in Section 6.1, or any other remedy to which the Company may be entitled at law or in equity. ARTICLE III VOTING OBLIGATIONS 3.1 VOTING OBLIGATIONS. For so long as the Investor Group holds a Minimum Interest: (a) QUORUM OBLIGATION. Purchaser agrees, as a stockholder, and shall cause each member of the Investor Group to so agree, to be present in person or to be represented by proxy at all stockholder meetings of the Company so that all Restricted Block Voting Securities owned by the Investor Group may be counted for the purpose of determining the presence of a quorum at such meetings with respect to those matters as to which Purchaser agrees to vote its shares in Section 3.1(b). (b) VOTING OF SHARES. Purchaser, as a stockholder, may vote the Unrestricted Block in its sole discretion. Purchaser agrees, as a stockholder, and shall cause each member of the Investor Group to so agree, to vote or cause to be voted the Restricted Block in the manner recommended to stockholders by Consenting Vote on any vote submitted to the stockholders for vote or action by written consent including, without limitation, any stockholder rights plan approved by Consenting Vote. 5 6 3.2 BOARD REPRESENTATION. In consideration of the Purchaser's agreement to acquire the Purchase Shares (as defined in the Securities Purchase Agreement), the Company agrees as follows: (a) APPOINTMENT AND NOMINATION. Upon the Closing (as defined in the Securities Purchase Agreement), the Company's Board will be fixed at ten (10) persons and the Company will cause the following appointments to be made: (i) Three (3) Investor Group Designees shall be appointed to the Board, with each such Investor Group Designee appointed to a separate class of directors. (ii) One (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a)(i) shall be appointed to the Company's nominating committee. (iii) One (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a)(i) shall be appointed to the Company's compensation committee. (iv) Five (5) Independent Directors shall be appointed to the Board. Thereafter, during the term of this Agreement and for so long as the Investor Group holds at least a Minimum Interest and subject to Sections 3.2(b) and 3.3, (i) the Company's nominating committee shall recommend to the Board that the Investor Group Designees be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual meeting of stockholders for which an election is held for such class of directors, (ii) the total size of the Board shall be fixed at ten (10) persons, (iii) one (1) Investor Group Designee appointed to the Board pursuant to Section 3.2(a) or 3.2(b) shall be appointed to each of the Company's nominating committee (which committee shall be set at three (3) members consisting of the Company's Chief Executive Officer, an Investor Group Designee, and an Independent Director appointed by the Company's Chief Executive Officer) and compensation committee and (iv) in connection with each annual meeting, the Company's nominating committee shall recommend to the Board a slate of nominees which, if elected at such annual meeting, would conform with the requirements of the composition of the Board to be in effect upon the Closing, and the Board shall recommend such slate to the stockholders. In the event that any of such Investor Group Designees shall cease to serve as a director for any reason, the vacancy resulting thereby shall be filled according to the procedures described in the previous sentence. (b) BOARD NOMINEES. During the Term of this Agreement and for so long as the Investor Group holds a Minimum Interest, the Investor Group may recommend to the Company's nominating committee and the Company's nominating committee shall recommend to the Board, the number of Investor Group Designees determined in the manner described below. Such Investor Group Designees shall be included in the slate of nominees recommended by the Board to the stockholders for election as directors at each annual meeting of stockholders for which an election is held for such class of directors. (i) For so long as the Investor Group owns at least eighty percent (80%) of the Initial Equity Stake, the Investor Group may recommend three (3) Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this 6 7 Section 3.2(b). If, at any time during the Term of this Agreement, the Investor Group shall hold at least sixty-six percent (66%) but less than eighty percent (80%) of the Initial Equity Stake, immediately upon such occurrence the Investor Group shall cause all the Investor Group Designees serving on the Board in excess of the number of Investor Group Designees described in Section 3.2(b)(ii) to resign from the Board, effective as of the date of such occurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, the order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the next most recently elected or appointed Investor Group Designee; (ii) For so long as the Investor Group owns at least sixty-six percent (66%) but less than eighty percent (80%) of the Initial Equity Stake, the Investor Group may name two (2) Investor Group Designees, each to be recommended and nominated upon the expiration of the term of each Investor Group Designee appointed pursuant to Section 3.2(a)(i) or elected subsequent to nomination under this Section 3.2(b). If, at any time during the Term of this Agreement, the Investor Group shall hold at least a Minimum Interest but less than sixty-six percent (66%) of the Initial Equity Stake, immediately upon such occurrence the Investor Group shall cause all the Investor Group Designees serving on the Board in excess of the number of Investor Group Designees described in Section 3.2(b)(iii) to resign from the Board, effective as of the date of such occurrence. In the event that more than one Investor Group Designee shall be required to resign pursuant to this Section, the order of resignation shall proceed beginning with the most recently elected or appointed Investor Group Designee and proceeding to the next most recently elected or appointed Investor Group Designee; (iii) If the Investor Group owns less than sixty-six percent (66%) of the Initial Equity Stake, the Investor Group may name one (1) Investor Group Designee. (c) TERMINATION OF REPRESENTATION. If, at any time during the Term of this Agreement, the Investor Group shall hold Voting Securities representing less than a Minimum Interest, immediately upon such occurrence the Investor Group shall cause all Investor Group Designees serving on the Board to resign from the Board, effective as of the date of such occurrence. (d) REVIVAL. If, at any time during the Term of this Agreement, the number of Voting Securities held by the Investor Group shall increase in excess of any of the percentages indicated in Section 3.2(b)(i)-(iii) (but in no event in excess of the Maximum Interest), the Investor Group may name such additional Investor Group Designees as may be provided by Sections 3.2(b)(i)-(iii). Each additional Investor Group Designees shall be included in the slate of nominees recommended by the Board to the stockholders for election as directors at the next annual meeting of stockholders. 3.3 BOARD EXPANSION FOLLOWING CERTAIN SUBSEQUENT SHARE ISSUANCES. (a) Promptly after the occurrence of a 20% Share Issuance, and upon the request of the Company, Purchaser agrees, and shall cause each member of the Investor Group and each Investor Group Designee to agree, to cooperate with the Company and to take all action reasonably necessary to increase the size of the Board to eleven (11) and to fill the vacancy resulting therefrom with an Independent Director approved by a Consenting Vote. 7 8 (b) Promptly after the occurrence of a 40% Share Issuance, and upon the request of the Company, Purchaser agrees, and shall cause each member of the Investor Group and each Investor Group Designee to agree, to cooperate with the Company and to take all action reasonably necessary to increase the size of the Board to twelve (12) and to fill the two (2) vacancies resulting therefrom with Independent Directors approved by a Consenting Vote. ARTICLE IV TRANSFER RESTRICTIONS 4.1 RESTRICTIONS ON TRANSFER. For so long as the Investor Group shall own Voting Securities representing at least the Minimum Interest, Purchaser shall not Transfer any Voting Securities, except certain permitted transactions made in accordance with Sections 4.2 and 4.3 or Transfers made to members of the Investor Group, provided, that any proposed transferee that is a member of the Investor Group must, as a condition to such Transfer, agree to be bound by the restrictions of this Article 4, and, provided further, that if Purchaser ceases to own, directly or indirectly, securities representing at least 80% of the aggregate voting power of all voting securities issued by any such member of the Investor Group or if Purchaser ceases to control, directly or indirectly, the management or policies of any such member of the Investor Group (whether through ownership of securities, partnership or membership interests, by contract or otherwise), then in either such case, any Transfers to such member of the Investor Group will automatically and without further action be rescinded and nullified and the member of the Investor Group will be stripped of any ownership or voting rights relating to any Voting Securities and will be irrevocably obligated promptly to Transfer any and all Voting Securities held by it to Purchaser unless such transfer would be permitted pursuant to Section 4.3. 4.2 CONSENT REQUIRED FOR CERTAIN TRANSFERS. Except in the case of Transfers to Investor Group members as permitted by Section 4.1 or in the case of Transfers permitted by Section 4.3, Purchaser must obtain a Consenting Vote to any proposed Transfer of any Voting Securities by Purchaser or any Investor Group member. The Company may refuse to grant or may withhold its consent to any such proposed Transfer of Voting Securities in its sole and absolute discretion, and also in its sole and absolute discretion may condition its consent to any such proposed Transfer of Voting Securities on agreements of either or both the Purchaser and the proposed transferee, including (by way of example and not limitation), an agreement of the proposed transferee to be bound by any or all of the restrictions set forth in this Agreement or of the Purchaser to be jointly and severally liable with the proposed transferee for any breach or violation of this Agreement by such proposed transferee. 4.3 PERMITTED TRANSACTIONS. The provisions of Sections 4.1 and 4.2 of this Agreement shall not pertain or apply to: (a) Any pledge of any Voting Securities made by a member of the Investor Group pursuant to a bona fide loan transaction which creates a mere security interest; (b) Any repurchase of any Voting Securities by the Company; (c) Any bona fide gift of any Voting Securities by a member of the Investor Group; 8 9 (d) Any sale or transfer by the Investor Group of Voting Securities to a transferee which transfer shall not cause the transferee to hold a Minimum Interest or more after giving effect to such transfer; (e) Any sale or transfer of any Voting Securities pursuant to a tender offer or exchange approved by Consenting Vote; and (f) Any sale or transfer of any Voting Securities in connection with a merger or consolidation in which the Company is acquired, or the sale of all or substantially all of the Company's assets which, in either case, is approved by Consenting Vote; provided, however, in each case (other than Sections 4.3(b), 4.3(d), 4.3(e) and 4.3(f)), that (i) the transferring member of the Investor Group shall inform the Company of such pledge, transfer or gift of Shares, at least five (5) days prior to effecting it, and (ii) the pledgee, transferee or donee shall furnish the Company and the Investor Group with a written agreement to be bound by and comply with all applicable provisions of this Agreement. ARTICLE V TERM AND TERMINATION 5.1 TERM. Unless earlier terminated as hereinafter provided, this Agreement shall terminate on the earlier of (i) the fifth anniversary date of this Agreement and (ii) the date of any merger or consolidation pursuant to which the Company is not the surviving corporation. 5.2 TERMINATION. This Agreement may only be terminated before the expiration of its term by mutual written consent of the Company and the Purchaser. In the event of termination of this Agreement, the Investor Group shall cause all the Investor Group Designees serving on the Board to resign from the Board, effective as of the date of such termination. The resulting vacancies on the Board shall be filled in accordance with the procedures set forth in the Company's Bylaws. ARTICLE VI MISCELLANEOUS 6.1 EQUITABLE RELIEF. The parties acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which they may be entitled in law or in equity. 6.2 WAIVER. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. 9 10 None of the terms, covenants and conditions of this Agreement can be waived except by the written consent of the party waiving compliance. 6.3 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or waived only with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 6.3 shall be binding upon the parties and their respective successors and assigns. 6.4 ASSIGNMENT. This Agreement may not be assigned by either party without the prior written consent of the other. 6.5 GOVERNING LAW; JURISDICTION. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of the County of New York, New York. 6.6 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 6.7 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 6.8 NOTICES. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in Person, by overnight courier or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.8: If to the Company: iVillage Inc. 500 - 512 Seventh Avenue New York, NY 10018 Attention: Steve Elkes Executive Vice President- Operations and Business Affairs with a copy to: iVillage Inc. 500 - 512 Seventh Avenue New York, NY 10018 Attention: Michael Gilbert General Counsel with a copy to: Orrick, Herrington & Sutcliffe LLP Old Federal Reserve Bank Building 10 11 400 Sansome Street San Francisco, CA 94111 Attention: Richard Vernon Smith, Esq. If to Purchaser: Hearst Communications, Inc. 959 Eighth Avenue New York, New York 10019 Attention: Jonathan Thackeray, Esq. General Counsel with a copy to: Clifford Chance Rogers & Wells, LLP 200 Park Avenue New York, New York 10166 Attention: Steven A. Hobbs, Esq. 6.9 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. 6.10 ATTORNEYS' FEES. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 6.11 ENTIRE AGREEMENT. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled. 6.12 SURVIVAL. The provisions of Section 5.2 and Article VI shall survive the termination of this Agreement forever. This Agreement shall apply, without further act or formality, with any necessary changes to any new class, series or numbers of securities to which any Voting Securities owned by the Investor Group may be changed by virtue of any reorganization or recapitalization of the Company or after a consolidation, subdivision or other change in the capital stock of the Company, in each case, approved by Consenting Vote. 11 12 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of June 20, 2001. IVILLAGE INC. By: /s/ Steven A. Elkes ----------------------------------- Name: Steven A. Elkes --------------------------------- Title: Executive Vice President, Operations & Business Affairs ------------------------------- HEARST COMMUNICATIONS, INC. By: /s/ James M. Asher ----------------------------------- Name: James M. Asher --------------------------------- Title: Senior Vice President ------------------------------- [SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDER AGREEMENT] -----END PRIVACY-ENHANCED MESSAGE-----